Common use of Consolidation, Merger, Sale or Purchase of Assets, etc Clause in Contracts

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii); (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity); provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity); provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; and (xv) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, with respect to subsections (i), (ii), (vii), (viii) and (xv) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for (i) transactions permitted pursuant to Section 6.4(a), (ii) Investments permitted pursuant to Section 6.5 and (iii) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii)Event; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Immaterial Subsidiary that is not or any sale, transfer or other disposition of assets from a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Immaterial Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereofanother Immaterial Subsidiary; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic Sale‑Leaseback Transactions permitted pursuant to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivablesSection 6.12(ii); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”)closing or relocation of Restaurants; provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xivi) the sale, transfer or other disposition of any property or assets that are obsolete, worn out in connection with the closing or no longer useful relocation of Restaurants does not to exceed $10,000,000 in any fiscal year or $25,000,000 in the aggregate during the term of this Credit Agreement or (ii) the transfer of any property or assets in connection with the closing or relocation of Restaurants is made to a Credit Party’s or Subsidiary’s business; and (xvix) the saleother sales, transfer, lease leases or other disposition transfers of any other assets, provided that property or assets (excluding sale and lease‑back transactions) in an amount not to exceed $25,000,000 in the aggregate Net Cash Proceeds received from during the sale term of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the BorrowerCredit Agreement; provided, that, with respect to subsections clauses (i), (ii), (vii), (viii) and (xvv) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)) or (ii) enter into any transaction of merger or consolidation, except for (iA) transactions permitted pursuant to Section 6.4(a), ) and (iiB) Investments permitted pursuant to Section 6.5 and (iii) Permitted Acquisitions6.5.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary (other than an Excluded Subsidiary) to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii)Event; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary (other than GDX Automotive SAS, Snappon SA or any other Foreign Subsidiary that is not a Significant Subsidiary) are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business or other long-term receivables (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to (a) Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (as amended, restated, supplemented or otherwise modified, the “Granite Agreement”)) or (b) to any other Person pursuant to an agreement pertaining to such rights entered into by any of the Credit Parties or any of their Subsidiaries (other than an Excluded Subsidiary) subsequent to the Closing Date; (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate EntityExcluded Subsidiary; provided that such sale shall be for Fair Market Value; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xivxi) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; (xii) Permitted Real Estate Exchanges; (xiii) Permitted Real Estate Sales; (xiv) Permitted Real Estate Transfers; (xv) the contribution of assets that are not material to the business of the Credit Parties (which may include the sale of such assets and the corresponding contribution of the cash proceeds resulting from such sale) to any Plan to meet the minimum funding requirements of such Plan; and (xvxvi) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, with respect to subsections (i), (ii), (vii), (viii) and (xvxvi) above, at least 75% of the consideration received therefor by such Credit Party, Party or Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for (i) transactions permitted pursuant to Section 6.4(a), (ii) Investments permitted pursuant to Section 6.5 and (iii) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease (to a third Person) or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii2.8(b)(vi) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii2.8(b)(vi); (iii) the sale, lease or transfer of property or assets (A) from a US Credit Party to another a US Credit Party and (other than B) from a Permitted Real Estate Entity)Canadian Credit Party to a Canadian Credit Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s 's Liens on such property and assets; (iv) the consolidation, liquidation or merger of a US Credit Party into another a US Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a US Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s 's Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolutionconsolidation, liquidation liquidation, amalgamation or winding up merger of a Canadian Credit Party into a Canadian Credit Party or any Subsidiary that is not of a Canadian Credit Party into a Canadian Credit Party; provided that (A) prior to or simultaneously with any such dissolutionconsolidation, liquidation liquidation, amalgamation or winding upmerger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent's Liens on the property and assets of each such Subsidiary are transferred to a Credit Party and (B) if such consolidation, liquidation, amalgamation or merger involves the Canadian Borrower, it shall be a vertical amalgamation between the Canadian Borrower and one or more of its Subsidiaries; (vi) the consolidation, liquidation, amalgamation or merger of a Foreign Subsidiary (other than a Permitted Real Estate EntityCredit Party) orinto a Foreign Subsidiary or a Credit Party and the sale, lease or transfer of property or assets from a Foreign Subsidiary (other than a Credit Party) to the extent required by law or binding contract, a creditor or creditors thereofForeign Subsidiary (other than a Credit Party); (vivii) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (viiviii) sale-leasebacks permitted by Section 6.13; (ix) the sale or other disposition of obsolete or worn out property in the ordinary course of business; (x) any Subsidiary may liquidate, wind up or dissolve so long as (A) no Default or Event of Default exists at the time of such liquidation, winding up or dissolution or will result therefrom and (B) prior to or in connection with such liquidation, winding up or dissolution, all assets of such Subsidiary are transferred to a Credit Party; (xi) the license of Patents, Trademarks, Copyrights and know-how to or from third Persons or any of the Borrower or any Subsidiary in the ordinary course of business; (xii) the Borrower and its Subsidiaries may sell settle, release or discount, in each case without recourse and surrender tort or other litigation claims in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales;and (xiii) Permitted Real Estate Transfers; (xiv) the saleother sales, transfer leases or other disposition transfers of any property or assets that are obsolete, worn out in an amount not to exceed $1,000,000 annually or no longer useful $5,000,000 in any Credit Party’s or Subsidiary’s business; and (xv) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate during the term of this Credit Agreement to the extent the Net Cash Proceeds received from therefrom are used to repay Loans pursuant to Section 2.8(b)(iii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the sale terms of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the BorrowerSection 2.8(b)(iii); provided, that, with respect to subsections clause (i), (ii), (vii), (viii) and (xvxiii) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereofcash; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions, including by way of merger or other business combination) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for (i) transactions Investments or acquisitions permitted pursuant to Section 6.4(a)6.6, (ii) Investments transactions permitted pursuant to by Section 6.5 6.5(a) and (iii) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolveDissolve, liquidate or wind up its affairstheir affairs or enter into any transaction of merger, consolidate amalgamation or merge with another Personconsolidation; provided, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: however that (i) Specified Sales; the Parent Borrower may merge, amalgamate or consolidate with any of its respective Subsidiaries (other than the Canadian Borrower) provided that the Parent Borrower shall be the continuing or surviving corporation, (ii) the disposition Canadian Borrower may merge, amalgamate or consolidate with any of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii); (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity); its respective Subsidiaries provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity); provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Canadian Borrower shall be the continuing or surviving entity; corporation, (iii) any Subsidiary Guarantor may merge or consolidate with any other Subsidiary Guarantor, (iv) any Subsidiary that is not a Credit Party may merge, amalgamate or consolidate with any Credit Party so long as the Credit Party shall be the continuing or surviving corporation, (v) the dissolution, liquidation any Domestic Subsidiary that is not a Credit Party may be merged with or winding up of a into any other Domestic Subsidiary that is not a Credit Party; provided , (vi) any Foreign Subsidiary that is not a Credit Party may be merged with or into or amalgamated with any other Foreign Subsidiary that is not a Credit Party, (vii) any Credit Party or any Subsidiary of any Credit Party may merge or amalgamate with any other Person in connection with a Permitted Acquisition if such Credit Party or such Subsidiary, as applicable, shall be the continuing or surviving corporation, (viii) any one or more of Graybar Services, Inc., Graybar Commerce Corporation and Graybar Financial Services, Inc. may be dissolved so long as all of the assets of the Person being dissolved have been transferred to a Domestic Credit Party prior to or simultaneously concurrently with such dissolution and (ix) any such dissolution, liquidation or winding up, Subsidiary that is not a Credit Party may be dissolved so long as (x) all of the assets of such Subsidiary are have been transferred to a Domestic Credit Party prior to or concurrently with such dissolution and (y) the aggregate total net revenues (determined on a consolidated basis in accordance with GAAP) of all Subsidiaries dissolved pursuant to this Section 8.04(a) (other than a Permitted Real Estate EntityGraybar Services, Inc., Graybar Commerce Corporation and Graybar Financial Services, Inc.) or, to does not exceed 5% of the extent required by law or binding contract, a creditor or creditors thereof; aggregate total net revenues (videtermined in accordance with GAAP) of the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Parent Borrower and its Subsidiaries may sell or discountSubsidiaries. (b) Make any Asset Dispositions (including, in each case without recourse and in limitation, any Sale Leaseback Transaction) other than (i) the ordinary course sale of business, accounts receivable arising inventory in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; and (xv) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, with respect to subsections (i), (ii), (vii), (viii) and (xv) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for (i) transactions permitted pursuant to Section 6.4(a)fair consideration, (ii) Investments permitted pursuant to Section 6.5 the sale or disposition of machinery and equipment no longer used or useful in the conduct of any Credit Party's or any such Subsidiary's business, (iii) the sale or disposition of Securitization Receivables in connection with a Securitization Transaction, or (iv) such other Asset Dispositions, provided that (A) the consideration for such assets disposed of represents the fair market value of such assets at the time of such Asset Disposition; and (B) the cumulative net book value of all Asset Dispositions by any Credit Party and any of its Subsidiaries during any single fiscal year shall not exceed 15% of the Consolidated Total Assets determined as of the end of the most recently completed fiscal year. (c) Acquire all or substantially all of the assets or business or the majority of Voting Stock of any Person except in connection with a Permitted AcquisitionsAcquisition.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to:, (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time time, except the following, without duplication, shall be expressly permitted: (iA) Specified Salesthe sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (B) the conversion of cash into Corporate Investment Policy Investments and Corporate Investment Policy Investments into cash; (ii) Recovery Events; (iii) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Credit Parties or any of their Subsidiaries; (iv) the sale, lease, transfer or other disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii(at fair value) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii(A) between US Credit Parties, (B) between Foreign Credit Parties and (C) between Foreign Subsidiaries (other than Foreign Credit Parties); (iiiv) the sale, lease or transfer of the Polish Property and the Belgian Property; (vi) the sale, lease or transfer of the German Property (including a sale, lease or transfer in connection with a sale-leaseback transaction); (vii) the dissolution or winding up of any Subsidiary of the Company that is not a Credit Party; provided, that the assets of any such Subsidiary shall be transferred to another Subsidiary of the Company; (viii) the dissolution or winding up of any Credit Party (other than a Borrower); provided, that the assets of any such Credit Party shall be transferred to another Credit Party; (A) the sale or issuance of the Capital Stock of a Foreign Subsidiary (other than a Credit Party) of the Company to any Subsidiary of the Company to the extent not otherwise prohibited under this Credit Agreement or any of the other Credit Documents, (B) the sale or issuance of the Capital Stock of a US Credit Party (other than the Company) to another US Credit Party and (C) the sale or issuance of the Capital Stock of a Foreign Credit Party to a Credit Party; (x) the merger or consolidation of a Subsidiary of the Company (other than a Borrower) into another Subsidiary of the Company; provided that if either Subsidiary is a Credit Party, the continuing or surviving Person shall be a Credit Party; (xi) the merger or consolidation of any Subsidiary into the Company; provided that the Company shall be the continuing or surviving entity; (xii) transactions permitted pursuant to Sections 6.1, 6.5 and 9.22 to the extent not already permitted pursuant to this Section 6.4(a); and (xiii) the sale, lease or transfer of property or assets from a Credit Party not to another Credit Party (other than a Permitted Real Estate Entity); provided that prior to or simultaneously with exceed $500,000 in the aggregate in any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)fiscal year; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; and (xv) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, with respect to subsections clauses (ii)(A), (ii), (viiiii), (viiivi) and (xvxiii) above, at least 75% of the consideration received therefor by the Credit Parties or any such Credit Party, Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash EquivalentsCorporate Investment Policy Investments, (B) after giving effect to any Asset Disposition pursuant to clause (vi) above, the Credit Parties shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 hereof, recalculated for the most recently ended month for which information is available, and (C) with respect to clauses (iv), (v) and (vi) above, no Default or Event of Default shall exist or shall result therefrom; and, provided, further, that with respect to sales of assets permitted hereunder only, the non-cash portion of any such consideration Administrative Agent shall be in compliance with entitled, without the provisions consent of Section 6.5 hereofthe Required Lenders, to release its Liens relating to the particular assets sold; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (Person, other than purchases (A) Permitted Acquisitions and (B) except as otherwise limited or other prohibited herein, purchases, leases or acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)(ii) enter into any transaction of merger or consolidation, except for (i) transactions permitted pursuant to Section 6.4(a), (iiA) Investments or acquisitions permitted pursuant to Section 6.5 and (iiiB) Permitted Acquisitionsthe merger or consolidation of a Credit Party with and into another Credit Party; provided that if the Company is a party thereto, the Company will be the surviving corporation.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii2.9(b)(vi) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii2.9(b)(vi); (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s 's Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s 's Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than or a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors Subsidiary thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1;; 101 (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “"Technology”"); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the AFC Sale; provided that at the time of such sale (A) no Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom and (B) such sale is for fair market value as determined by the board of directors of the Borrower; (x) Permitted Real Estate Sales; (xi) the grant of certain rights pertaining to “"Aggregates” " to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “"Granite Agreement”"); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s 's business; and (xvxiii) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection Section 6.4(a)(xi) which are not reinvested to acquire assets to be used in such Person’s 's business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, with respect to subsections (i), (ii), (vii), (viii), (ix), (xi), (xii) and (xvxiii) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for for (i) transactions permitted pursuant to Section 6.4(a), (ii) Investments permitted pursuant to Section 6.5 and (iii) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary (other than an Excluded Subsidiary) to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii)Event; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary (other than GDX Automotive SAS, Snappon SA or any other Foreign Subsidiary that is not a Significant Subsidiary) are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business or other long-term receivables (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to (a) Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (as amended, restated, supplemented or otherwise modified, the “Granite Agreement”)) or (b) to any other Person pursuant to an agreement pertaining to such rights entered into by any of the Credit Parties or any of their Subsidiaries (other than an Excluded Subsidiary) subsequent to the Closing Date; (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate EntityExcluded Subsidiary; provided that such sale shall be for Fair Market Value; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xivxi) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; (xii) Permitted Real Estate Exchanges; (xiii) Permitted Real Estate Sales; (xiv) Permitted Real Estate Transfers; (xv) the contribution of assets that are not material to the business of the Credit Parties (which may include the sale of such assets and the corresponding contribution of the cash proceeds resulting from such sale) or the contribution of real property of the Credit Parties to any Plan to meet the minimum funding requirements of such Plan; and (xvxvi) the sale, transfer, lease or other disposition of any other assets, provided that the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business in accordance with the terms of Section 2.9(b)(ii) shall not exceed $20,000,000 10% of Consolidated Total Assets during any twelve month period and 25% of Consolidated Total Assets during the term of this Agreement; provided further that (A) no Default or Event of Default has occurred and is continuing and (B) the Credit Parties are in any fiscal year pro forma compliance with each of the Borrower; financial covenants set forth in Section 5.9. provided, that, with respect to subsections (i), (ii), (vii), (viii) and (xvxvi) above, at least 75% of the consideration received therefor by such Credit Party, Party or Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), except for (i) transactions permitted pursuant to Section 6.4(a), (ii) Investments permitted pursuant to Section 6.5 and 6.5, (iii) Permitted AcquisitionsAcquisitions and (iv) the Rocketdyne Acquisition.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans Senior Debt pursuant to Section 2.9(b)(vii2.7(b)(vi) of the Senior Credit Agreement as in effect on the date hereof without giving effect to any waiver or consent with respect thereto or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii)2.7(b)(vi) of the Senior Credit Agreement as in effect on the date hereof without giving effect to any waiver or consent with respect thereto; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate EntityHoldings); provided that prior to or simultaneously with any such sale, lease or transfer, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than the Borrower or a Permitted Real Estate Entity) wholly owned Subsidiary of the Borrower or any Subsidiary into the Borrower or a Credit Party (other than a Permitted Real Estate Entity)wholly owned Subsidiary of the Borrower; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (viivi) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic Sale Leaseback Transactions permitted pursuant to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivablesSection 6.12(ii); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xivvii) the sale, transfer or other disposition of any property or assets that are obsolete, worn out in connection with the closing or no longer useful relocation of restaurants not to exceed $5,000,000 in any Credit Party’s fiscal year or Subsidiary’s business$10,000,000 in the aggregate during the term of this Note Purchase Agreement; and (xvviii) the saleother sales, transfer, leases or transfers of property or assets (excluding sale and lease or other disposition of any other assets, provided that back transactions) in an amount not to exceed $10,000,000 in the aggregate Net Cash Proceeds received from during the sale term of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the BorrowerNote Purchase Agreement; provided, that, with respect to subsections clauses (i), (ii), (vii), (viii) and (xvvi) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)) or (ii) enter into any transaction of merger or consolidation, except for (iA) transactions permitted pursuant to Section 6.4(a), (ii3) Investments permitted pursuant to Section 6.5 6.5, and (iiiC) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii2.7(b)(v) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii2.7(b)(v); (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (viivi) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic Sale-Leaseback Transactions permitted pursuant to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivablesSection 6.12(ii); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xivvii) the sale, transfer or other disposition of any property or assets that are obsolete, worn out in connection with the closing or no longer useful relocation of restaurants not to exceed $10,000,000 in any fiscal year or $25,000,000 in the aggregate during the term of this Credit Party’s or Subsidiary’s businessAgreement; and (xvviii) the saleother sales, transfer, lease leases or other disposition transfers of any other assets, provided that property or assets (excluding sale and lease-back transactions) in an amount not to exceed $25,000,000 in the aggregate Net Cash Proceeds received from during the sale term of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the BorrowerCredit Agreement; provided, that, with respect to subsections clauses (i), (ii), (vii), (viii) and (xvvi) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)) or (ii) enter into any transaction of merger or consolidation, except for (iA) transactions permitted pursuant to Section 6.4(a), (iiB) Investments permitted pursuant to Section 6.5 6.5, and (iiiC) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(viiEvent); (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than a Permitted Real Estate Entity)Party; provided that prior to or simultaneously with any such sale, lease or transfer, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assets; (iv) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (v) the dissolution, liquidation or winding up of a Immaterial Subsidiary that is not or any sale, transfer or other disposition of assets from a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Immaterial Subsidiary are transferred to a Credit Party (other than a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors thereofanother Immaterial Subsidiary; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic Sale‑Leaseback Transactions permitted pursuant to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivablesSection 6.12(ii); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale of real property and related assets by Permitted Real Estate Entities; (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any property or assets that are obsolete, worn out in connection with the closing or no longer useful relocation of restaurants not to exceed $10,000,000 in any fiscal year or $25,000,000 in the aggregate during the term of this Credit Party’s or Subsidiary’s businessAgreement; and (xvix) the saleother sales, transfer, lease leases or other disposition transfers of any other assets, provided that property or assets (excluding sale and lease‑back transactions) in an amount not to exceed $25,000,000 in the aggregate Net Cash Proceeds received from during the sale term of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the BorrowerCredit Agreement; provided, that, with respect to subsections clauses (i), (ii), (vii), (viii) and (xvv) above, at least 75% of the consideration received therefor by such Credit Party, Subsidiary or Permitted Real Estate Entity Party shall be in the form of cash or Cash Equivalents; and, provided, further, that the non-cash portion of any such consideration shall be in compliance with the provisions of Section 6.5 hereof; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)) or (ii) enter into any transaction of merger or consolidation, except for (iA) transactions permitted pursuant to Section 6.4(a), (iiB) Investments permitted pursuant to Section 6.5 6.5, and (iiiC) Permitted Acquisitions.

Consolidation, Merger, Sale or Purchase of Assets, etc. The Credit Parties will not, nor will they permit any Subsidiary to:, (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time time, except the following, without duplication, shall be expressly permitted: (iA) Specified Salesthe sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (B) the conversion of cash into Cash Equivalents and Cash Equivalents into cash; (ii) Recovery Events; (iii) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Credit Parties or any of their Subsidiaries or where machinery, parts and equipment shall be replaced by other machinery, parts and equipment; (iv) the sale, lease or transfer of property or assets as a result of a Recovery Event to (at fair value) between the extent the Net Cash Proceeds therefrom are used to repay Loans pursuant to Section 2.9(b)(vii) or repair or replace damaged property or to purchase or otherwise acquire new assets or property in accordance with the terms of Section 2.9(b)(vii)Borrower and any Guarantor; (iiiv) the sale, lease or transfer of property or assets from a Credit Party other than the Borrower to another Credit Party (other than a Permitted Real Estate Entity); provided that prior to or simultaneously with any such sale, lease or transfer, all actions required by the Administrative Agent shall be taken to insure the continued perfection and priority of the Administrative Agent’s Liens on such property and assetsParty; (ivvi) the licenses of Intellectual Property rights in the ordinary course of business; (vii) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (viii) the consolidation, liquidation or merger of a Credit Party into another Credit Party (other than a Permitted Real Estate Entity) or any Subsidiary into a Credit Party (other than a Permitted Real Estate Entity)Party; provided provided, that (A) prior to or simultaneously with any such consolidation, liquidation or merger, all actions required by the Administrative Agent shall be taken to insure ensure the continued perfection and priority of the Administrative Agent’s 's Liens on the property and assets of each such Credit Party and (B) if such consolidation, liquidation or merger involves the Borrower, the Borrower shall be the surviving entity; (vix) the dissolution, liquidation or winding up of a Subsidiary that is not a Credit Party; provided that prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary are transferred to a Credit Party (other than or a Permitted Real Estate Entity) or, to the extent required by law or binding contract, a creditor or creditors Subsidiary thereof; (vi) the termination of any Hedging Agreement permitted pursuant to Section 6.1; (vii) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (A) which are overdue, or (B) which the Borrower or such Subsidiary may reasonably determine are difficult or uneconomic to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (viii) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property (the “Technology”); provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (A) transfer ownership of such Technology to any other Person or (B) require the Borrower to pay any fees for any such use; (ix) the grant of certain rights pertaining to “Aggregates” to Granite Construction Company pursuant to the Agreement Granting Right to Mine Aggregates dated November 18, 2004 (the “Granite Agreement”); (x) the sale liquidation of real property and related assets by Permitted Real Estate Entities;any inactive or dormant Subsidiary; and (xi) the sale of any Capital Stock or other equity interests of any Permitted Real Estate Entity; (xii) Permitted Real Estate Sales; (xiii) Permitted Real Estate Transfers; (xiv) the sale, transfer or other disposition of any assets that are obsolete, worn out or no longer useful in any Credit Party’s or Subsidiary’s business; and (xv) the sale, transfer, lease or other disposition transfer of any other assets, provided that property or assets not to exceed $5,000,000 in the aggregate Net Cash Proceeds received from the sale of all assets subject to this subsection which are not reinvested to acquire assets to be used in such Person’s business shall not exceed $20,000,000 in any fiscal year of the Borrower; provided, that, year. provided that (A) with respect to subsections clauses (ii)(A), (ii), (vii), (viiiiii) and (xvvi) above, at least 75% of the consideration received therefor by the Credit Parties or any such Credit Party, Subsidiary or Permitted Real Estate Entity shall be in the form of cash or Cash Equivalents, (B) after giving effect to any Asset Disposition pursuant to clause (vi) above, the Credit Parties shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 hereof, recalculated for the most recently ended fiscal quarter for which information is available, and (C) with respect to clauses (iv), (v) and (vi) above, no Default or Event of Default shall exist or shall result therefrom; and, provided, further, that with respect to sales of assets permitted hereunder only, the non-cash portion of any such consideration Administrative Agent shall be entitled, without the consent of the Required Lenders, to release its Liens relating to the particular assets sold and, in compliance with the provisions case of Section 6.5 hereofa Guarantor which is the subject of the asset sale, to release it from its Guaranty; or (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (Person, other than (A) Permitted Acquisitions and (B) except as otherwise limited or prohibited herein, purchases or other acquisitions of Intellectual Property, inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein)(ii) enter into any transaction of merger or consolidation, except for (i) transactions permitted pursuant to Section 6.4(a), (iiA) Investments or acquisitions permitted pursuant to Section 6.5 and (iiiB) Permitted Acquisitionsthe merger or consolidation of a Credit Party with and into another Credit Party; provided that if the Borrower is a party thereto, the Borrower will be the surviving Person.