Common use of Consolidations, Mergers and Sales of Assets Clause in Contracts

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

Consolidations, Mergers and Sales of Assets. No Loan Party Borrower will, nor will it any Borrower permit any Subsidiary of a Loan Party its Material Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Material Subsidiary or business line or segment, provided that that: (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iiiii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and ; (ivb) if any Borrower (other than the Borrower merges Company) may merge with another Loan Party, the Person if (i) such Borrower is the corporation Person surviving such merger, and (bii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (c) Subsidiaries other than the Borrowers (i) may merge with, and sell assets to, another Subsidiary, provided that if one of the Persons involved in such merger or sale is a Loan Party Credit Party, the surviving Person or transferee in any such transaction is or becomes by virtue thereof a Credit Party, (excluding Loan Partiesii) may merge with, and sell assets to, the Company, so long as the surviving Person or transferee in any such transaction is the Company, and (iii) may merge with one another, (c) a Loan Party another Person (other than the Borrower Company or an Eligible Guarantoranother Subsidiary) may transfer all if (x) such Subsidiary is the Person surviving such merger or any part such Person becomes a Subsidiary by virtue thereof, and (y) no Default or Event of its assets to another Loan Party, Default shall have occurred and be continuing; (d) the Company and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if such elimination or discontinuance could not reasonably be expected to have a Loan Party may sell Inventory in the ordinary course of business and for fair value, and Material Adverse Effect; (e) so long as no Event of Default shall then have occurred and be continuing or would result therefrom, the foregoing limitation on Company and its Subsidiaries may effect any Asset Sale so long as the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, to be sold pursuant to all such Asset Sales during any Fiscal QuarterYear have not contributed, in the aggregate, more than twenty-five percent (25%) of the EBITDA of the Company for the then-most recently completed period of four consecutive Fiscal Quarters for which financial statements are available (with the determination of such contribution to EBITDA to be made by the Company in a transfer manner reasonably acceptable to the Administrative Agent); and (f) Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiaries or (2) acquiring the assets or Equity Interests of Persons and thereafter becoming Subsidiaries, may merge with such Persons or consolidate those Persons’ assets with the discontinuance or elimination assets of a business line or segment (in a single transaction or in a series of those Subsidiaries so long as such acquisitions and related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000transactions are otherwise permitted by this Agreement.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be so transferred in compliance on a pro forma basis, after giving effect to any such divestiture, with the terms and conditions of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or utilized in a business line an Event of Default, the Borrower shall not sell, transfer or segment to be so discontinued, when combined with all other assets transferred otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d))including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, and all other assets utilized in all other business lines or segments discontinuedto the extent approved by the Required Lenders, during the Borrower may transfer Portfolio Investments to any SPV Subsidiary, so long as (i) such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a Portfolio Investments are sold to such SPV Subsidiary for fair market value value, in compliance with the requirements of Section 4.40 and without recourse to the Borrower other than such repurchase or book value whichever substitution rights or obligations under the applicable purchase agreement as approved by the Required Lenders, (ii) the Borrower is greater in compliance with Section 5.13; and (determined with respect iii) immediately before and after giving effect to each such asset transferred transfer, no Default or discontinued) Event of more than $20,000,000Default shall exist.

Consolidations, Mergers and Sales of Assets. No Loan Party will(a) Prior to the Guaranty Release Date, nor FMC will it permit not (i) consolidate with or merge with or into any Subsidiary other Person or (ii) sell, assign, lease, transfer or otherwise dispose of a Loan Party to, all or substantially all of its assets to any other Person; provided that FMC may consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with into another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iiiA) immediately after giving effect to such consolidation or merger, no Default or Event of Default shall have occurred and be continuing, (B) the surviving entity is a domestic corporation and (ivC) the Person surviving such consolidation or merger, if not FMC, executes and delivers to the Borrower merges with another Administrative Agent and each of the Lenders an instrument satisfactory to the Required Lenders pursuant to which such Person assumes all of FMC's obligations under this Agreement as theretofore amended or modified, including the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Loan Partymade to FMC pursuant to this Agreement, the full and punctual payment of all other amounts payable hereunder and the performance of all of the other covenants and agreements contained herein. (b) From and after the Guaranty Release Date, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuewill not, and (e) the foregoing limitation on the salewill not permit any Restricted Subsidiary to, merge or consolidate with or into, or sell, convey, transfer, lease or other transfer otherwise dispose of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (whether in a single one transaction or in a series of related transactions) unless a material portion of its assets to, any Person, except that, so long as no Default or Event of Default then exists or would result therefrom: (i) any Restricted Subsidiary may merge or consolidate with (A) the aggregate assets Borrower, provided that the Borrower shall be the continuing or surviving Person, (B) any other Restricted Subsidiary or (C) any other Person if the Borrower in good faith determines that such merger or consolidation is in the best interest of the Borrower and would not have a Material Adverse Effect and, at least five days prior to be so transferred such merger or utilized consolidation (if the transaction value of such merger or consolidation is in the amount of $100,000,000 or more), the Borrower delivers to the Administrative Agent a business line certificate of the chief financial officer, the treasurer or segment to be so discontinuedthe chief accounting officer of the Borrower showing pro forma compliance with the covenants set forth in Sections 7.06(c), when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d7.10(c), 7.10(d) and 7.10(e), and all stating pro forma compliance with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto; (ii) any Restricted Subsidiary may sell, convey, transfer, lease or otherwise dispose of a material portion of its assets to (A) the Borrower, (B) any other assets utilized Restricted Subsidiary or (C) any other Person if the Borrower in all other business lines or segments discontinued, during good faith determines that such Fiscal Quarter sale is in the best interest of the Borrower and the immediately preceding three Fiscal Quarters would not have a fair market Material Adverse Effect and, at least five days prior to such sale, conveyance, transfer, lease or other disposition (if the transaction value of such sale, conveyance, transfer, lease of other disposition is in the amount of $100,000,000 or book more), the Borrower delivers to the Administrative Agent a certificate of the chief financial officer, the treasurer or the chief accounting officer of the Borrower showing pro forma compliance with the covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto; (iii) the Borrower may merge or consolidate with any other Person, provided that (A) the Borrower is the continuing or surviving Person, (B) the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by Xxxxx'x after giving effect thereto, and (C) at least five days prior to such merger or consolidation (if the transaction value whichever of such merger or consolidation is greater in the amount of $100,000,000 or more), the Borrower delivers to the Administrative Agent a certificate of the chief financial officer, the treasurer or the chief accounting officer of the Borrower showing pro forma compliance with the covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in each case after giving effect thereto; and (determined iv) the Borrower may sell, convey, transfer, lease or otherwise dispose of a material portion of its assets to any Person, provided that (A) the Borrower's Debt Ratings are not less than BBB- by S&P or Baa3 by Xxxxx'x after giving effect thereto and (B) at least five days prior to such sale, conveyance, transfer, lease or other disposition (if the transaction value of such sale, conveyance, transfer, lease or other disposition is in the amount of $100,000,000 or more), the Borrower delivers to the Administrative Agent a certificate of the chief financial officer, the treasurer or the chief accounting officer of the Borrower showing pro forma compliance with respect to the covenants set forth in Sections 7.06(c), 7.10(c), 7.10(d) and 7.10(e), and stating pro forma compliance with the covenants set forth in Sections 7.01(b)(vii), 7.05 and 7.07, in each such asset transferred or discontinued) of more than $20,000,000case after giving effect thereto.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower and the Guarantors will not, nor will it the Borrower permit any other Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that (a) a Loan Party the Borrower, any Guarantor and any other Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or such Guarantor or other Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) any Guarantor may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyGuarantor or the Borrower (with the Borrower as the survivor of any such merger) and any other Subsidiary may merge with or transfer assets to a Guarantor, another Subsidiary, or the Borrower (d) a Loan Party may sell Inventory in with the ordinary course Borrower as the survivor of business and for fair valueany such merger), and and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Income Available for Debt Service during the 4 Fiscal Quarters have a fair market value or book value whichever immediately preceding such Fiscal Quarter. In the case of any Subsidiary which transfers substantially all of its assets pursuant to clause (c) of the preceding sentence, and in the case of any Subsidiary the stock of which is greater (determined being sold and with respect to each which clause (c) would have been satisfied if the transaction had been a sale of assets of such asset transferred Subsidiary, such Subsidiary may dissolve and, if it is a Guarantor, such Subsidiaries shall be entitled to obtain from the Agent a written release from the Guaranty, provided that it can demonstrate to the reasonable satisfaction of the Agent that (A) it was not a Significant Subsidiary immediately prior to such transfer of assets, and (B) it has repaid in full all Debt owed to the Borrower or discontinued) of more than $20,000,000any other Guarantor which was incurred after the Closing Date (or such Debt has been assumed by the Borrower or a Significant Subsidiary), and upon obtaining such written release, it shall no longer be a Guarantor for any purpose hereunder.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Company will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Company may merge with one another, or with and (iv) if into the Borrower merges with another Loan Party, Company where the Borrower Company is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company and any Subsidiary Guarantor may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be so transferred in compliance on a pro forma basis, after giving effect to any such divestiture, with the terms and conditions of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or utilized in a business line an Event of Default, the Borrower shall not sell, transfer or segment to be so discontinued, when combined with all other assets transferred otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and including without limitation any Portfolio Investment) without the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) prior written consent of more than $20,000,000the Administrative Agent.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the a Borrower merges with another Loan Party, the such Borrower is the corporation Person surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate value of the assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and discontinued after the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Closing Date constitute more than $20,000,000500,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrowers will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party either Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party such Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) the Borrowers may merge with one another and Subsidiaries of a Loan Party (excluding Loan Parties) the Borrowers may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit (A) transfers of Accounts to insurers permitted by Section 6.26 or (B) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 2% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 2% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Tenant will not, nor will it permit any Restricted Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Tenant may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Tenant is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Restricted Subsidiaries of a Loan Party (excluding Loan Parties) the Tenant may merge or consolidate with one anotheranother or with the Tenant, (c) any Restricted Subsidiary of the Tenant may be merged or consolidated with or into another Person to consummate an acquisition of such other Person permitted by Section 2.1(w), provided that the surviving Person shall be a Loan Party (other than Restricted Subsidiary of the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueTenant, and (ed) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Restricted Subsidiary to any other Restricted Subsidiary or to the Tenant, or (ii) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, transfers of assets permitted by clause (i) of this Section), either (x) constituted more than $20,000,00015% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Income during the 8 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sellcomplete the Sale of, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately prior to and after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (b) Subsidiaries of the Borrower, and (iv) if except Finsub, may merge with one another or with the Borrower merges with another Loan PartyBorrower, provided that the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) and may merge with complete the Sale of, lease or otherwise transfer assets to one another, another or to the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the saleSale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) ), unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedi) of would have, if retained, contributed more than 20% of Consolidated Gross Revenues during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter, or (ii) would have, if retained, contributed more than 20% of Consolidated Operating Profits during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter. For purposes of determining compliance with Section 6.10(c) above, if the proceeds from the Sale, lease or other transfer of assets (the "Transferred Assets") in the applicable four Fiscal Quarter period are reinvested in capital assets or other Property during such period, then such Transferred Assets shall be excluded from the calculations set forth in clauses (i) and (ii) above. Notwithstanding the foregoing limitations contained in this Section 6.10, the Borrower or any Subsidiary may sell or otherwise transfer Receivables Program Assets pursuant to the Receivables Program Documents. If the Amount of any Sale shall equal or exceed $20,000,000100,000,000, then the Borrower shall have delivered to the Administrative Agent not less than five (5) Business Days prior to the completion of such Sale an officer's certificate certifying that after giving effect to such Sale, as of the most recent Covenant Determination Date, as determined on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants contained in Section 6.03 and Section 6.04.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Parent will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Parent may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Parent is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Parent may merge with one another, or with and (iv) if into the Borrower merges with another Loan PartyParent, where the Borrower Parent is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are Domestic Subsidiaries and Guarantors may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueamong themselves, and (ed) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party (a) None of the Credit Parties will, nor will it they permit any Subsidiary of a Loan Credit Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan any Credit Party may merge with another Person if (iA) in the case of any Credit Party that is organized under the laws of the United States of America or one of its states, such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan a Credit Party is the corporation entity surviving such merger or the surviving entity becomes a Credit Party hereunder upon the effectiveness of such merger, and in any consolidation or merger involving the Borrower, the Borrower shall be the surviving entity, and (iiiC) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party the Initial Borrower (excluding Loan which are not Credit Parties) may merge with (1) one another, (c) a Loan Party (other than another or into the Initial Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Credit Party, or (d2) another Person in connection with a Loan transaction permitted by, and subject to the satisfaction of the conditions set forth in, Section 5.6. (b) None of the Credit Parties will sell or otherwise dispose of assets except (i) any Credit Party may sell Inventory Portfolio Investments (including, but not limited to, Investment Loans and Investments in Equity Instruments) in the ordinary course of business business, or (ii) any Credit Party may make any other disposition so long as prior to such sale no Default or Event of Default exists and for fair value, and (e) the foregoing limitation on the immediately after giving effect to such sale, lease no Default or other transfer Event of assets and on Default shall exist; provided that the discontinuation or elimination of a business line or segment Credit Parties shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (at all times be in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined compliance with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 5.32.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Company will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Material Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, or with and into the Company where the Company is the Person surviving such merger, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer transfers of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory and obsolete or surplus property sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company and any Subsidiary Guarantor may sell inventory and obsolete or surplus property in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party (a) None of the Credit Parties will, nor will it they permit any Subsidiary of a Loan Credit Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan any Credit Party may merge with another Person if (iA) in the case of any Credit Party that is organized under the laws of the United States of America or one of its states, such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan a Credit Party is the corporation entity surviving such merger or the surviving entity becomes a Credit Party hereunder upon the effectiveness of such merger, and in any consolidation or merger involving the Borrower, the Borrower shall be the surviving entity, and (iiiC) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party the Initial Borrower (excluding Loan which are not Credit Parties) may merge with (1) one another, (c) a Loan Party (other than another or into the Initial Borrower or an Eligible Guarantorany Credit Party, or (2) another Person in connection with a transaction permitted by, and subject to the satisfaction of the conditions set forth in, Section 5.6. (b) None of the Credit Parties will sell or otherwise dispose of assets except (i) any Credit Party may transfer all sell Portfolio Investments (including, but not limited to, Investment Loans and Investments in Equity Instruments) in the ordinary course of business, or (ii) any part of its assets Credit Party may make any other disposition on arm’s length terms (provided that such arm’s length requirement shall not apply to (A) dispositions to another Loan Credit Party, (dB) to the extent constituting a Loan Party may sell Inventory disposition of assets of a Credit Party, transactions expressly permitted pursuant to clauses (a) — (f) of Section 5.24, provided that, in the case of any transaction covered by clauses (a) and (b) of Section 5.24, the cash proceeds received in connection with such transaction are promptly transferred to a Credit Party, (C) dispositions of cash and Cash Equivalents in the ordinary course of business and for fair valueconsistent with past practice, so long as the Credit Parties continue to be in compliance with the requirements of Section 5.37 and (eD) dispositions of an Investment Loan to an Investment Loan Subsidiary in connection with the foregoing limitation on exercise of remedies under any Investment Loan; provided that the cash proceeds of such exercise of remedies are promptly transferred to a Credit Party) so long as prior to such sale no Default or Event of Default exists and immediately after giving effect to such sale, lease no Default or other transfer Event of assets and on Default shall exist; provided, in each case, that the discontinuation or elimination of a business line or segment Credit Parties shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (at all times be in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined pro forma compliance with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 5.32.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, segment provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, another or with the Borrower (so long as the Borrower is the surviving entity in such case); (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or and any part of its assets to another Loan Party, (d) a Loan Party Subsidiary may sell Inventory assets for fair value in the ordinary course of business; (d) a Subsidiary that is not a Material Domestic Subsidiary may discontinue or eliminate any nonmaterial business and for fair value, line; and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred shall cause St. Xxx Timberland to hold less than 250,000 acres of Land as fee simple owner (excluding any Encumbered Land (as defined in Section 5.13(l)); provided that, notwithstanding any of the foregoing, after a Trigger Event has occurred, St. Xxx Timberland shall not sell, lease or utilized in a business line otherwise transfer, or segment enter into any agreement or arrangement to be so discontinuedsell, when combined with all lease or otherwise transfer, any of its Properties or other assets transferred without the prior written consent of the Administrative Agent (excluding assets transferred under Sections 5.17(din its sole discretion)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party subsidiary to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, (A) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Year constituted more than $20,000,00010% of Consolidated Tangible Net Worth, or (B) a transfer of assets as a part of a Permitted Sale-Lease Back/Bond Transaction. (e) A New Section 5.23 is hereby added to the Credit Agreement as follows:

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, or with and into the Borrower where the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (d) the Borrower and any Subsidiary may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Guarantor and the Company will not, nor will it the Guarantor or the Company permit any Material Subsidiary of a Loan Party to, merge or consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Guarantor, or the Company or a Loan Party Material Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company, the Guarantor or a Material Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Material Subsidiary, the Guarantor, the Company or a Material Subsidiary shall be the corporation surviving such merger, ) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Partiesother than the Company) may merge with one another, (c) a Loan Party (other than another or into the Borrower Company or an Eligible the Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the . The foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit sales of investment assets in the ordinary course of business, and during any Fiscal Quarter, a merger, consolidation or any transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines including as the result of a merger or segments discontinued, consolidation) during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters have a fair market value or book value whichever is greater Quarters, constituted more than fifteen percent (determined with respect to each such asset transferred or discontinued15%) of more than $20,000,000Consolidated Total Assets at the end of the most recent Fiscal Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee ------------------------------------------- will not, nor and the Lessee will it not permit any Consolidated Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line Subsidiary or segmentdivision, provided that (a) a Loan Party the Lessee and any -------- Consolidated Subsidiary may merge with another Person (provided that in the event of such merger involving the Lessee, the Lessee is the surviving Person) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Lessee or a Consolidated Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Event of Default or Potential Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) another or with the Lessee or with any other Person which will become a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part Subsidiary as a result of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuesuch merger, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year contributed more than 17.5% of Consolidated Operating Profits for the immediately preceding three Fiscal Quarters have a fair market value Year, or book value whichever is greater (determined ii) sales of accounts receivable in connection with respect to each an accounts receivable securitization program in which the aggregate principal amount invested by the purchaser of such asset transferred or discontinued) of more than receivables does not exceed $20,000,000150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement) either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower ------------------------------------------- will not, nor will it permit any Subsidiary of a Loan Party its Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Operating Subsidiary or business line or segment, provided that (aA) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (B) Subsidiaries may merge with, and sell assets to, one another and the Borrower, (C) the Borrower and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if (i) such action has been approved by the Board of Directors of the Borrower, and (ivii) if such elimination or discontinuance will not jeopardize the Borrower merges with another Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan PartyDocuments, (D) so long as no Default or Event of Default shall be in existence either immediately prior to or following any asset disposition, the Borrower is and its respective Subsidiaries may effect any Asset Sale so long as the corporation surviving value of the assets sold (measured at the higher of book value or the total sale price for such mergerassets) pursuant to all such Asset Sales during any period of four consecutive Fiscal Quarters (excluding Fiscal Quarters ending on or before November 30, 2000) does not exceed $25,000,000, and (bE) Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiaries, or (2) acquiring the assets or stock (or in the case of a Loan Party (excluding Loan Partieslimited liability company, the members' equivalent equity interests) of Persons and thereafter becoming Subsidiaries, may merge with one another, (c) a Loan Party (other than such Persons or consolidate those Persons' assets with the Borrower or an Eligible Guarantor) may transfer all or any part assets of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000those Subsidiaries.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe ------------------------------------------- Company will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if -------- (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Company may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower ------------------------------------------- will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Personorganization or entity, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may -------- merge with another Person organization or entity if (i) the Borrower or such Person was Subsidiary is the corporation surviving such merger and such survivor is an organization or entity organized under the laws of the United States of America or one of its statesStates (unless such survivor is a Subsidiary which is already an existing foreign organization), and (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during at any Fiscal Quartertime, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ------ the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and after the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater effective date of the transaction constitutes more than fifteen percent (determined with respect to each such asset transferred or discontinued15%) of more than $20,000,000Consolidated Total Assets as set forth or reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries, prepared in accordance with GAAP.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not (i) prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,00020,000,000 or (ii) prohibit the Zenith Divesture.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding, however, for purposes of this clause (c) sales, contributions or book value whichever is greater other transfers of Securitization Assets permitted by clause (determined with respect to each such asset transferred or discontinuedd) of below) either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Borrower and its Participating Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, provided that in the case of a merger of a Restricted Subsidiary with an Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 5.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year, constituted more than 15% of Consolidated Total Assets measured as of the end of the immediately preceding three Fiscal Quarters have a fair market value Year and (z) transfers of Margin Stock. Nothing in this Section 5.04 shall be interpreted to (i) limit or book value whichever is greater abridge the provisions of Section 2.09(a) or (determined with respect ii) restrict the Borrower's ability to each dispose of (1) vehicles, (2) delivery routes, (3) assets obtained through acquisitions of businesses or assets on or after the date hereof, provided that proceeds of any such asset transferred disposition shall be reinvested in the Borrower by reducing Indebtedness or discontinuedby investing in operating assets, and (4) obsolete, under-performing or non-core assets, disposition of more than $20,000,000which, in management's judgment, would enhance the Borrower's operations and profitability, and dispositions described in this sentence shall not be subject to, or included in the computations under, clause (d) above.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge or consolidate with one anotheranother or with the Borrower, (c) a Loan Party (other than any Subsidiary of the Borrower may be merged or consolidated with or into another Person to consummate an Eligible Guarantor) may transfer all or any part acquisition of its assets to another Loan Partysuch other Person permitted by Section 5.21, provided that the surviving Person shall be a Subsidiary of the Borrower, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Subsidiary to any other Subsidiary or to the Borrower, (ii) subject to the mandatory prepayment provisions of Section 2.08, the sale of equipment to be replaced at any Property, or (iii) subject to the mandatory prepayment provisions of Section 2.08, during any Fiscal Quarter, a transfer of other assets (including, but not limited to sale/leaseback transactions) in an arm's-length transaction for fair market value or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have (excluding, however, transfers of assets permitted by clauses (d) (i) and (ii) of this Section) had a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,0005,000,000, provided in each of the foregoing such cases no Default shall have occurred or will occur as a consequence thereof. At the request of the Borrower, the Collateral Agent shall release any Collateral sold by the Borrower or any Subsidiary in conformity with the foregoing provisions, so long as any prepayments required by Section 2.08 have been made.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Conformed Credit Agreement - Page 76 ‌ ‌ ​ Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto (and to any concurrent acquisitions of Portfolio Investments or payments of outstanding Loans or Other Covered Indebtedness) the (A) Borrower and its Subsidiaries shall be so transferred or utilized in compliance on a business line or segment pro forma basis, after giving effect to be so discontinuedany such divestiture, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))the terms and conditions of this Agreement, and all (B) the Covered Debt Amount does not exceed the Borrowing Base; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary so long as (x) prior to and after giving effect to such sale, transfer or other assets utilized in all other business lines disposition (and any concurrent acquisitions of Portfolio Investments or segments discontinued, during such Fiscal Quarter payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately preceding three Fiscal Quarters have prior to such release is not diminished as a fair market value result of such release or book value whichever (ii) the Borrowing Base immediately after giving effect to such release is greater (determined with respect to each such asset transferred or discontinued) at least 100% of more than $20,000,000the Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Credit Party will, nor will it any Credit Party permit any Subsidiary of a Loan Party its Material Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Material Subsidiary or business line or segment, provided that that: (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iiiii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (b) any Borrower (other than the Company) may merge with another Person if (i) such Borrower is the Person surviving such merger, and (ii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (c) Subsidiaries other than the Borrowers (i) may merge with another Subsidiary; provided that if one of the Persons involved in such merger is a Credit Party, the surviving Person or transferee in any such transaction is, by virtue of such merger, or becomes within the period of time set forth in Section 6.09, a Credit Party, (ii) may merge with the Company, so long as the surviving Person or transferee in any such transaction is the Company, and (iii) may merge with another Person (other than the Company or another Subsidiary) if (x) such Subsidiary is the Person surviving such merger or such Person becomes a Subsidiary by virtue thereof, and (y) no Default or Event of Default shall have occurred and be continuing; (d) the Company and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if such elimination or discontinuance could not reasonably be expected to have a Material Adverse Effect; (e) so long as no Event of Default shall then have occurred and be continuing or would result therefrom, the Company and its Subsidiaries may effect any Asset Sale so long as the assets to be sold pursuant to all such Asset Sales during any Fiscal Year have not contributed, in the aggregate, more than fifteen percent (15%) of the EBITDA of the Company as of the end of the Company’s most recently ended Fiscal Quarter (for the twelve month period then ended) for which financial statements are available (with the determination of such contribution to EBITDA to be made by the Company in a manner reasonably acceptable to the Administrative Agent); provided that the aggregate amount of all assets sold pursuant to this clause (e), calculated at the time of any such Asset Sale, shall not have contributed, in the aggregate, more than twenty-five percent (25%) of EBITDA of the Company as of the end of the Company’s most recently ended Fiscal Quarter (for the twelve month period then ended) for which financial statements are available (with the determination of such contribution to EBITDA to be made in good faith by the Company); (f) Subsidiaries which are formed for the sole purpose of (i) merging into Persons that will become Subsidiaries or (ii) acquiring the assets or Equity Interests of Persons and thereafter becoming Subsidiaries, may merge with such Persons or consolidate those Persons’ assets with the assets of those Subsidiaries so long as such acquisitions and related transactions are otherwise permitted by this Agreement; (g) the Company and its Subsidiaries may consummate the Heartland Acquisition and may make any Asset Sales required by any Governmental Authority as a condition to the Heartland Acquisition; provided that (i) at the time of such Asset Sale, no Default exists or would result therefrom, (ii) immediately after giving effect thereto, the Net Leverage Ratio determined on a pro forma basis as if the Heartland Acquisition had occurred (x) is not more than 0.25x greater than the Net Leverage Ratio immediately prior thereto and (y) is at least 0.25x less than the Net Leverage Ratio then permitted under Section 7.08, (iii) the Ratings shall not have been decreased (and neither Xxxxx’x nor S&P shall have announced any such Ratings are under review), in each case as a result of such Asset Sale and (iv) the Net Cash Proceeds of each such Asset Sale shall be applied in accordance with Section 2.05(b)(ii); (h) to the extent constituting an Asset Sale, the Company and its Subsidiaries may (i) incur Indebtedness pursuant to Section 7.01, (ii) make Restricted Payments pursuant to Section 7.06 and (iii) may make Investments pursuant to Section 7.12; (i) the Company and its Subsidiaries may make any Asset Sales occurring (i) by reason of theft, loss, physical destruction, taking or similar event with respect to any of its property or (ii) in connection with the termination of any lease (including any transfer or disposition of leasehold improvements or leased assets in connection therewith); (j) the Company and its Subsidiaries may consummate any Corporate Restructuring; and (k) the Company and its Subsidiaries may consummate sales, transfers or other dispositions of assets (including Equity Interests of a Subsidiary) to the Company or any Subsidiary; provided, that if the Borrower merges with another Loan transferor of such assets is a Credit Party, (i) the Borrower is the corporation surviving such merger, (b) Subsidiaries of transferee thereof must be a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Credit Party (other than a Foreign Subsidiary Borrower) or (ii) after the Borrower or consummation of the Heartland Acquisition, to the extent such transaction constitutes an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyInvestment, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single such transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred is permitted under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 7.12.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, continuing and (iv) if the Borrower merges with another Loan Party, shall have demonstrated in writing to the Agent's satisfaction that the Borrower is shall be in pro forma compliance with the corporation surviving such mergercovenants of the Borrower set forth in this Agreement, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of EBILT during the 8 Fiscal Quarters have a fair market value or book value whichever is greater immediately preceding such Fiscal Quarter. Notwithstanding the foregoing, in no event shall any disposition of assets permitted in this Section 5.05 be permitted in the event that after such disposition (determined with respect to each such asset transferred or discontinuedA) of more Consolidated Total Assets shall be less than $20,000,00037,972,800 (which amount equals 90% of Consolidated Total Assets for the Fiscal Year ending December 31, 1997), or (B) assets not so disposed of shall have contributed less than $3,365,100 (which amount equals 90% of EBILT for the Fiscal Year ending December 31, 1997).

Consolidations, Mergers and Sales of Assets. No Loan Party Borrower ------------------------------------------- will, nor will it the Parent permit any Consolidated Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line Subsidiary or segmentdivision, provided that (a) a Loan Party any Borrower may merge with another -------- Person (provided that in the event of such merger involving the Parent, the Parent is the surviving Person) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party a Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) another or with the Parent or with any other Person which will become a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part Subsidiary as a result of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuesuch merger, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year contributed more than 17.5% of Consolidated Operating Profits for the immediately preceding three Fiscal Quarters have a fair market value Year (which amount shall be exclusive of any Consolidated Operating Profits attributable to the operations of the Parent's Insurance Services Group prior to the Spin Off), or book value whichever is greater (determined ii) sales of accounts receivable in connection with respect to each an accounts receivable securitization program in which the aggregate principal amount invested by the purchaser of such asset transferred or discontinued) of more than receivables does not exceed $20,000,000150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. No Except for the Permitted Merger, no Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be so transferred in compliance on a pro forma basis, after giving effect to any such divestiture, with the terms and conditions of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or utilized an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, as a business line or segment condition to be so discontinuedthe Permitted Merger, when combined with all other assets transferred the Borrower shall cause (excluding assets transferred under Sections 5.17(d))i) the Adviser to enter into an agreement by and among the Administrative Agent, the Lenders, Borrower and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined Adviser with respect to Adviser’s obligations it will have to Administrative Agent, such agreement to be in form and substance mutually acceptable to Administrative Agent and Adviser; and (ii) the Adviser and the Sub-Adviser shall have duly executed and delivered the Advisory Agreement and the Sub-Advisory Agreement, each such asset transferred or discontinued) of more than $20,000,000in form and content satisfactory to the Administrative Agent and each shall be in full force and effect and each document required to be filed by each to be an investment adviser under the Advisers Act has been and evidence thereof has been delivered to Administrative Agent.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, or with and into the Borrower where the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Borrower and any Subsidiary Guarantor may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Company will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party The Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing. (b) Subsidiaries of the Company may merge with one another, or with and (iv) if into the Borrower merges with another Loan Party, Company where the Borrower Company is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company and any Subsidiary Guarantor may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrowers ------------------------------------------- will not, nor will it they permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its their assets to, any other Person, or discontinue or eliminate any business line or segment, segment provided that -------- (a) a Loan Party the Borrowers may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is Borrowers are the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrowers may merge with one another, , (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyCompany shall do business under the name Advance Auto Parts, and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 15% of the Consolidated Total Assets at the end of the eight Fiscal Quarters have a fair market value immediately preceding such Fiscal Quarter, or book value whichever is greater (determined with respect to each such asset transferred or discontinuedy) of contributed more than $20,000,00015% of Consolidated Operating Profits during the eight Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, (e) a sale of the real property and improvements commonly known as the "Thomasville Showroom" located on Business (Interstate) 85 in Thomasville, NC, and (ef) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d) and (e)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of constituted more than $20,000,0005,000,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, states (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the consummation of the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring, or (ii) in addition to the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued (other than the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring), during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, contributed more than 10% of EBITDA during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party (other than Non-Operating Subsidiaries) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, (i) the transfer of assets from any Subsidiary to the Borrower or a Guarantor, or (ii) during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary), other than a transfer of assets pursuant to the immediately preceding clause (i), or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter. Nothwithstanding any provision of any Loan Document that prohibits or otherwise limits the transfer of assets by a Subsidiary, a transfer of assets by a Subsidiary in accordance with Section 6.13(c)(i) above shall not be, nor be deemed to be, a default under, or breach of, any such Loan Document so long as the assets so transferred continue to be subject to such Loan Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, continuing and (iv) if the Borrower merges has furnished to the Administrative Agent and the Banks a pro forma Compliance Certificate giving effect to such merger and showing compliance with another Loan Party, the Borrower is the corporation surviving such merger, covenants calculated pursuant thereto; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with (i) one another, or (ii) so long as the Borrower is the surviving corporation, with the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, subject to Sections 5.21(b) and 5.22(b), if applicable: (1) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets or utilized in all other a business lines line or segments segment to be discontinued, during in such Fiscal Quarter and the most recent 3 consecutive Fiscal Quarters then ended, either (x) constituted more than 10% of Consolidated Total Assets measured as of the end of the immediately preceding three Fiscal Quarter for which the Borrower has supplied financial statements pursuant to this Agreement, or (y) contributed more than 10% of Consolidated Operating Income during the most recent 4 consecutive Fiscal Quarters have for which the Borrower has supplied financial statements pursuant to this Agreement (disregarding any Fiscal Quarter in which there was an operating loss, on a fair market value consolidated basis); provided, that, notwithstanding the foregoing, in no event shall any disposition of assets pursuant to this Section 5.05(c)(1) be permitted in the event that after such disposition, the requirements of the final paragraph of Section 5.21(a) would not be satisfied or book value whichever is greater Consolidated Total Assets shall be less than 90% of Consolidated Total Assets measured as of the end of the Fiscal Year ended October 3, 1999, and the Collateral Agent shall release any Liens which it has on any such assets sold as permitted by this Section 5.05(c)(1), or (determined with respect 2) the Borrower may enter into an arrangement to sell Receivables pursuant to a Receivables Securitization Program if, as of the end of each of the 2 immediately preceding Fiscal Quarters prior to entering into such asset transferred arrangement, the Leverage Ratio has been equal to or discontinued) of more less than $20,000,0002.50 to 1.00.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it the Borrower permit any Subsidiary of a Loan Party its Significant Subsidiaries to, consolidate with or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, Person (other than sales of inventory in the ordinary course of business); provided that (ai) a Loan Party the Borrower may consolidate with or merge with into another Person if (iA) such Person was is a solvent corporation organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower is the corporation surviving such merger, merger or consolidation and (iiiC) immediately after giving effect to such mergermerger or consolidation, no Event of Default shall have occurred and be continuing, (ii) subsidiaries may consolidate with or merge into one another or into any other Person if, in the case of a merger or consolidation involving a Significant Subsidiary, (A) such other Person is a solvent corporation organized under the laws of the United States of America or one of its states, (B) the Person surviving such merger or consolidation is a Wholly Owned Subsidiary and (C) immediately after giving effect to such merger or consolidation no Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (eiii) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of such Fiscal Quarter; provided further, that the foregoing provisions of this Section shall not limit the ability of the Borrower and its Subsidiaries to sell, lease or otherwise transfer assets among themselves.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a1) the Borrower or any Subsidiary or any Minor Subsidiaries utilized in a Loan Party merger or acquisition transaction may merge with another Person if (iA) such other Person was organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower or such Subsidiary or any Minor Subsidiaries utilized in a merger or acquisition transaction (as the case may be) is the corporation surviving such merger, ; and (iiiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and ; (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b2) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, provided that: (cA) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets immediately afer giving effect to another Loan Partysuch merger, (d) a Loan Party may sell Inventory in the ordinary course of business no Default shall have occurred and for fair value, be continuing; and (eB) if such merger involves Cosmos, Liberty Life or Liberty Insurance Services, then Cosmos, Liberty Life or Liberty Insurance Services, as the case may be: (x) must be the corporation surviving such merger; and (y) must remain a Wholly Owned Subsidiary; and (3) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined excluding the assets sold in connection with respect to each such asset transferred or discontinuedthe Pierxx Xxxional Sale), either (x) of constituted more than $20,000,00010% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter (excluding the assets sold in connection with the Pierxx Xxxional Sale), or (y) contributed more than 10% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter (excluding Operating Profits attributable to the assets sold in connection with the Pierxx Xxxional Sale).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe ------------------------------------------- Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if -------- (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No None of the Loan Party Parties will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Domestic Subsidiaries of may merge with one another or with a Loan Party Foreign Subsidiary so long as the surviving entity is a Domestic Subsidiary and a Guarantor, (excluding Loan Partiesc) Foreign Subsidiaries may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters, either (x) constituted more than seven and one-half percent (7.5%) of Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than seven and one-half percent (7.5%) of EBITDA during the four (4) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it the Borrower permit any Subsidiary of a Loan Party its Significant Subsidiaries to, consolidate with or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan Party the Borrower may consolidate with or merge with into another Person if (iA) such Person was is a solvent corporation organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower is the corporation surviving such merger, merger or consolidation and (iiiC) immediately after giving effect to such mergermerger or consolidation, no Event of Default shall have occurred and be continuing, (ii) subsidiaries may consolidate with or merge into one another or into any other Person if, in the case of a merger or consolidation involving a Significant Subsidiary, (A) such other Person is a solvent corporation organized under the laws of the United States of America or one of its states, (B) the Person surviving such merger or consolidation is a Wholly Owned Subsidiary and (C) immediately after giving effect to such merger or consolidation no Event of Default shall have occurred and be continuing, (iii) the Borrower and its Subsidiaries may sell, lease or otherwise transfer assets among themselves, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters, constituted more than 10% of Consolidated Total Assets at the end of such Fiscal Quarter and the three (3) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary or an Immaterial Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the other terms and conditions of this Agreement, (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto (and to any concurrent Conformed Credit Agreement - Page 96 140760.01015/130833253v.5 acquisitions of Portfolio Investments or payments of outstanding Loans) the (A) Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to any such divestiture, with the other terms and conditions of this Agreement, and (B) the Covered Debt Amount does not exceed the Borrowing Base, (3) any sale, lease or other transfer of assets by any Guarantor to be the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures (including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor or (ii) so transferred or utilized long as such transaction results in a business line Loan Party receiving the proceeds of such disposition, to any other Person, provided that in the case of this clause (ii) if such Subsidiary is a Guarantor or segment holds any Portfolio Investments, the Borrower would not have been prohibited from disposing of any such Portfolio Investments to be such other Person under any other term of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary or an Immaterial Subsidiary so discontinuedlong as (x) prior to and after giving effect to such sale, when combined with all transfer or other assets transferred disposition (excluding assets transferred under Sections 5.17(d))and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and all other assets utilized in all other business lines (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such release is not diminished as a result of such release or segments discontinued, during (ii) the Borrowing Base immediately after giving effect to such Fiscal Quarter and release is at least 100% of the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, and (v) the merger will have no material adverse effect on the Loan Parties’ ability to repay the Revolving Credit Advances and Term Loans when due, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit: (i) sales, transfers, leases, licenses or other dispositions of inventory for fair value in the ordinary course of business, (ii) the sale, exchange or other disposition of cash equivalents and other short-term investments for fair value in the ordinary course of business so long as the proceeds thereof are used in accordance with this Agreement, (iii) the sale, lease or other disposition of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Guarantor, in each case in the ordinary course of business for fair value and so long as no Event of Default shall have occurred and be continuing or would result therefrom, (iv) the sale, exchange or other disposition in the ordinary course of business of equipment or other capital assets no longer used or useful in the business of the Borrower and its Subsidiaries, and (v) during any Fiscal QuarterQuarter and to the extent not otherwise permitted under this Section 5.14, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; and (ii) any Fiscal Quarter, a other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinued, so discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one anotheranother or with the Borrower, provided that with regard to any merger with the Borrower the conditions set forth in Section 5.11(a) are satisfied, (c) a Loan Party (other than A Subsidiary of the Borrower may sell, lease or an Eligible Guarantor) may otherwise transfer all or any substantial part of its assets to another Loan Party, the Borrower or a Wholly Owned Subsidiary of the Borrower; and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), after the Closing Date and all other assets utilized in all other business lines or segments discontinueddiscontinued after the Closing Date (excluding transfers permitted by Section 5.11(c)), during such constitutes more than ten percent (10%) of Consolidated Total Assets determined at the end of the Fiscal Quarter and the immediately preceding three Fiscal Quarters have such transfer of assets or discontinuance or elimination of a fair market value business line or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000segment.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, (i) a transfer of assets by any Subsidiary to the Borrower or by the Borrower or any Subsidiary to any Guarantor, (ii) a transfer of assets by any Subsidiary which is not a Guarantor to any other Subsidiary which is not a Guarantor, and (iii) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, for purposes of this clause (c) transfers of assets permitted by clauses (i) and (ii) of this clause (c) and sales, contributions or other transfers of Securitization Assets permitted by clause (d) below), either (x) constituted more than $20,000,00010% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; and (d) the Borrower and its Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; and (d) a Loan Party may sell Inventory in the ordinary course so long as no Event of business and for fair valueDefault shall exist or would result therefrom, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; and (ii) any Fiscal Quarter, a other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 6.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (b) Loan Parties and their Subsidiaries may merge with one another, provided that (ivi) if the Borrower merges with another Loan PartySubsidiary, the Borrower is the corporation Person surviving such merger and (ii) if the Borrower is not party to such merger but another Loan Party is party to such merger, a Loan Party is the Person surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part dispose of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 6.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and Year constituted more than 10% of Consolidated Tangible Net Worth; provided, however, solely for the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined Year 1996, the sale of the stock of Clarx-Xxxxxxxx, Xxc. shall be excluded from the calculation of assets transfered hereunder with respect to each such asset transferred or discontinued) the 10% of more than $20,000,000Consolidated Tangible Net Worth limitation.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary or an Immaterial Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the other terms and conditions of this Agreement, (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto (and to any concurrent acquisitions of Portfolio Investments or payments of outstanding Loans) the (A) Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to any such divestiture, with the other terms and conditions of this Agreement, and (B) the Covered Debt Amount does not exceed the Borrowing Base, (3) any sale, lease or other transfer of assets by any Guarantor to be the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures (including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor or (ii) so transferred or utilized long as such transaction results in a business line Loan Party receiving the proceeds of such disposition, to any other Person, provided that in the case of this clause (ii) if such Subsidiary is a Guarantor or segment holds any Portfolio Investments, the Borrower would not have been prohibited from disposing of any such Portfolio Investments to be such other Person under any other term of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary or an Immaterial Subsidiary so discontinuedlong as (x) prior to and after giving effect to such sale, when combined with all transfer or other assets transferred disposition (excluding assets transferred under Sections 5.17(d))and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and all other assets utilized in all other business lines (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such release is not diminished as a result of such release or segments discontinued, during (ii) the Borrowing Base immediately after giving effect to such Fiscal Quarter and release is at least 100% of the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 6.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (b) Loan Parties and their Subsidiaries may merge with one another, provided that (ivi) if the Borrower merges with another Loan PartySubsidiary, the Borrower is the corporation Person surviving such merger and (ii) if the Borrower is not party to such merger but another Loan Party is party to such merger, a Loan Party is the Person surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part dispose of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 6.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business of the Borrower and its 140760.01015/104831797v.13 Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto (and to any concurrent acquisitions of Portfolio Investments or payments of outstanding Loans or Other Covered Indebtedness) the (A) Borrower and its Subsidiaries shall be so transferred or utilized in compliance on a business line or segment pro forma basis, after giving effect to be so discontinuedany such divestiture, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))the terms and conditions of this Agreement, and all (B) the Covered Debt Amount does not exceed the Borrowing Base; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary so long as (x) prior to and after giving effect to such sale, transfer or other assets utilized in all other business lines disposition (and any concurrent acquisitions of Portfolio Investments or segments discontinued, during such Fiscal Quarter payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately preceding three Fiscal Quarters have prior to such release is not diminished as a fair market value result of such release or book value whichever (ii) the Borrowing Base immediately after giving effect to such release is greater (determined with respect to each such asset transferred or discontinued) at least 120% of more than $20,000,000the Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower and the Guarantors will not, nor will it the Borrower permit any other Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that (a) a Loan Party the Borrower, any Guarantor and any other Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or such Guarantor or other Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) any Guarantor may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyGuarantor or the Borrower (with the Borrower as the survivor of any such merger) and any other Subsidiary may merge with or transfer assets to a Guarantor, another Subsidiary, or the Borrower (d) a Loan Party may sell Inventory in with the ordinary course Borrower as the survivor of business and for fair valueany such merger), and and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Income Available for Debt Service during the 4 Fiscal Quarters have a fair market value or book value whichever immediately preceding such Fiscal Quarter. In the case of any Subsidiary which transfers substantially all of its assets pursuant to clause (c) of the preceding sentence, and in the case of any Subsidiary the stock of which is greater (determined being sold and with respect to each which clause (c) would have been satisfied if the transaction had been a sale of assets of such asset transferred Subsidiary, such Subsidiary may dissolve and, if it is a Guarantor, such Subsidiaries shall be entitled to obtain from the Administrative Agent a written release from the Guaranty, provided that it can demonstrate to the reasonable satisfaction of the Administrative Agent that (A) it was not a Significant Subsidiary immediately prior to such transfer of assets, and (B) it has repaid in full all Debt owed to the Borrower or discontinued) of more than $20,000,000any other Guarantor which was incurred after the Closing Date (or such Debt has been assumed by the Borrower or a Significant Subsidiary), and upon obtaining such written release, it shall no longer be a Guarantor for any purpose hereunder.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee will not, nor and the Lessee will it not permit any Consolidated Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line Subsidiary or segmentdivision, provided that (a) a Loan Party the Lessee and any Consolidated Subsidiary may merge with another Person (provided that in the event of such merger involving the Lessee, the Lessee is the surviving Person) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Lessee or a Consolidated Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Event of Default or Potential Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) another or with the Lessee or with any other Person which will become a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part Subsidiary as a result of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuesuch merger, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year contributed more than 17.5% of Consolidated Operating Profits for the immediately preceding three Fiscal Quarters have a fair market value Year, or book value whichever is greater (determined ii) sales of accounts receivable in connection with respect to each an accounts receivable securitization program in which the aggregate principal amount invested by the purchaser of such asset transferred or discontinued) of more than receivables does not exceed $20,000,000150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single Conformed Credit Agreement - Page 77 140760.01015/122598522v.1140760.01015/122598522v.9 transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries) if, after giving effect thereto (and to any concurrent acquisitions of Portfolio Investments or payments of outstanding Loans or Other Covered Indebtedness) the (A) Borrower and its Subsidiaries shall be so transferred or utilized in compliance on a business line or segment pro forma basis, after giving effect to be so discontinuedany such divestiture, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))the terms and conditions of this Agreement, and all (B) the Covered Debt Amount does not exceed the Borrowing Base; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary so long as (x) prior to and after giving effect to such sale, transfer or other assets utilized in all other business lines disposition (and any concurrent acquisitions of Portfolio Investments or segments discontinued, during such Fiscal Quarter payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately preceding three Fiscal Quarters have prior to such release is not diminished as a fair market value result of such release or book value whichever (ii) the Borrowing Base immediately after giving effect to such release is greater (determined with respect to each such asset transferred or discontinued) at least 120100% of more than $20,000,000the Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, states (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the consummation of the Chattanooga Sale/Leaseback Transaction, or (ii) in addition to the Chattanooga Sale/Leaseback Transaction, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued (other than the Chattanooga Sale/Leaseback Transaction), during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, contributed more than 10% of EBITDA during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate eliminate. any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and Year constituted more than 10% of Consolidated Tangible Net Worth; provided, however, solely for the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined Year 1996, the sale of the stock of Clarx-Xxxxxxxx, Xxc. shall be excluded from the calculation of assets transferred hereunder with respect to each such asset transferred or discontinuedthe 10% of Consolidated Tangible Net Worth limitation. (i) of more than $20,000,000.Exhibit F to the Credit Agreement is hereby deleted and substituted in lieu thereof is Exhibit F in the form attached to this Amendment as Exhibit F.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; (d) a Loan Party the Borrower may sell Inventory in dispose of the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 5.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party (other than Non-Operating Subsidiaries) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge or consolidate with one anotheranother or with the Borrower, (c) a Loan Party (other than any Subsidiary of the Borrower may be merged or consolidated with or into another Person to consummate an Eligible Guarantor) may transfer all or any part acquisition of its assets to another Loan Partysuch other Person permitted by Section 5.21, provided that the surviving Person shall be a Subsidiary of the Borrower, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Subsidiary to any other Subsidiary (other than of Collateral by Eastwynn) or to the Borrower, or (ii) subject to the mandatory prepayment provisions of Section 2.10, during any Fiscal Quarter, a transfer of assets in an arm's length transaction for fair market value or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, transfers of assets permitted by clause (i) of this Section) contributed more than 10% of Consolidated Operating Income during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, and (e) subject to the mandatory prepayment provisions of Section 2.10 and to presentation to the Administrative Agent and the Lenders of a certificate showing pro forma compliance with the financial covenants contained in this Agreement after giving effect thereto, the Borrower may enter into sale/leaseback transactions after the Effective Date in an amount not to exceed in the aggregate $20,000,000150,000,000, provided in each of the foregoing such cases no Default shall be in existence or be created thereby. At the request of the Borrower, the Collateral Agent shall release any Collateral sold by the Borrower or Eastwynn in conformity with the foregoing provisions, so long as any prepayments required by Section 2.10 have been made.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained, and the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with or sell their assets to one another, (c) a Loan Party (other than another or to the Borrower or an Eligible Guarantor) may transfer all or any as part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuePermitted Acquisition, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three seven (7) Fiscal Quarters, either (x) constituted more than twenty-five percent (25%) of the Borrower’s Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding the date of any determination, or (y) contributed more than twenty-five (25%) of the Borrower’s Consolidated Gross Profits during the eight (8) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party (a) None of the Credit Parties will, nor will it they permit any Subsidiary of a Loan Credit Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan any Credit Party may merge with another Person if (iA) in the case of any Credit Party that is organized under the laws of the United States of America or one of its states, such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan a Credit Party is the corporation entity surviving such merger or the surviving entity becomes a Credit Party hereunder upon the effectiveness of such merger, and in any consolidation or merger involving the Borrower, the Borrower shall be the surviving entity, and (iiiC) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party the Initial Borrower (excluding Loan which are not Credit Parties) may merge with (1) one another, (c) a Loan Party (other than another or into the Initial Borrower or an Eligible Guarantorany Credit Party, or (2) another Person in connection with a transaction permitted by, and subject to the satisfaction of the conditions set forth in, Section 5.6. (b) None of the Credit Parties will sell or otherwise dispose of assets except (i) any Credit Party may transfer all sell Portfolio Investments (including, but not limited to, Investment Loans and Investments in Equity Instruments) in the ordinary course of business, or (ii) any part of its assets Credit Party may make any other disposition on arm’s length terms (provided that such arm’s length requirement shall not apply to (A) dispositions to another Loan Credit Party, (dB) to the extent constituting a Loan Party may sell Inventory disposition of assets of a Credit Party, transactions expressly permitted pursuant to clauses (a) - (f) of Section 5.24, provided that, in the case of any transaction covered by clauses (a) and (b) of Section 5.24, the cash proceeds received in connection with such transaction are promptly transferred to a Credit Party, (C) dispositions of cash and Cash Equivalents in the ordinary course of business and for fair valueconsistent with past practice, so long as the Credit Parties continue to be in compliance with the requirements of Section 5.37 and (eD) dispositions of an Investment Loan to an Investment Loan Subsidiary in connection with the foregoing limitation on exercise of remedies under any Investment Loan; provided that the cash proceeds of such exercise of remedies are promptly transferred to a Credit Party) so long as prior to such sale no Default or Event of Default exists and immediately after giving effect to such sale, lease no Default or other transfer Event of assets and on Default shall exist; provided, in each case, that the discontinuation or elimination of a business line or segment Credit Parties shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (at all times be in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined pro forma compliance with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 5.32.

Consolidations, Mergers and Sales of Assets. No Loan Party will(a) The Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease assign, lease, transfer, convey or otherwise transfer dispose of all or any substantial part of its properties, rights or other assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that, so long as no Default shall have occurred and is continuing or would occur after giving pro forma effect thereto, (ai) the Borrower or a Loan Party Significant Subsidiary may merge with another Person if (i1) such Person was organized under the laws of the United States of America or America, one of its statesstates or the District of Columbia, and (ii2) the Loan Party Borrower or such Significant Subsidiary, as the case may be, is the corporation surviving such merger, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party the Borrower (excluding Loan PartiesSignificant Subsidiaries) may merge with one another, provided that in the case of any such merger involving a Wholly Owned Subsidiary, the corporation surviving such merger is and remains a Wholly Owned Subsidiary. (cb) a Loan Party (other than the The Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, assign, lease, transfer, convey or an Eligible Guarantor) may transfer otherwise dispose of, all or any substantial part of its properties, rights or other assets to another Loan Partyto, any other Person or discontinue or eliminate any business line or segment (dwhether now owned or hereafter acquired), other than: (i) a Loan Party may sell Inventory dispositions of inventory in the ordinary course of business and for fair value, business; and (eii) the foregoing limitation on the sale, lease assignment, lease, transfer, conveyance or other transfer disposition of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter (the "Current Fiscal Quarter") and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each excluding from such asset transferred or discontinued) computation the acquisition by Piccadilly Acquisition Corp. of the common stock of Morrxxxx Xxxtaurants Inc.), contributed more than $20,000,00010% of EBITDA, for the four Fiscal Quarters immediately preceding the Current Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee will not, nor and will it not permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (ai) a Loan Party the Lessee may merge with another Person if (iA) such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Lessee is the corporation Person surviving such merger, merger and (iiiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party (excluding Loan Parties) the Lessee may merge with one another, (c) provided that if either party to the merger is a Loan Party (other than Subsidiary Guarantor, the Borrower or an Eligible surviving entity must be a Subsidiary Guarantor) may transfer all or any part of its assets to another Loan Party, (diii) any Subsidiary may merge with another Person if such merger is a Loan Party may sell Inventory in Permitted Acquisition and the ordinary course of business and for fair valueSubsidiary is the Person surviving such merger, and (eiv) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during such Fiscal Quarter and the 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willOther than consummation of the Spin-Off Transaction, the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale of inventory or the sale or transfer of other assets, of the Borrower or any Subsidiary, in any case in the ordinary course of business, or (ii) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that PROVIDED THAT (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement, the POP Disposition, the Agency Disposition and the CFC Sale (determined with respect to the POP Disposition, the Agency Disposition and the CFC Sale each such asset transferred or discontinuedas defined in the Credit Agreement)) of either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than a Structured Subsidiary or an Immaterial Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the other terms and conditions of this Agreement and, (2) divestitures of Portfolio Investments in the ordinary course of business of the Borrower and its Subsidiaries (other than Structured Subsidiaries or Immaterial Subsidiaries) if, after giving effect thereto (and to any concurrent acquisitions of Portfolio Investments or Conformed Credit Agreement - Page 94 ‌ 140760.01015/126600145v.2 ‌ ​ payments of outstanding Loans or Other Covered Indebtedness) the (A) Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to any such divestiture, with the other terms and conditions of this Agreement, and (B) the Covered Debt Amount does not exceed the Borrowing Base, (3) any sale, lease or other transfer of assets by any Guarantor to be the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures (including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor or (ii) so transferred or utilized long as such transaction results in a business line Loan Party receiving the proceeds of such disposition, to any other Person, provided that in the case of this clause (ii) if such Subsidiary is a Guarantor or segment holds any Portfolio Investments, the Borrower would not have been prohibited from disposing of any such Portfolio Investments to be such other Person under any other term of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall not sell, transfer or otherwise dispose of any asset (including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, a Loan Party may sell, transfer or otherwise dispose of Portfolio Investments originated or purchased by the Borrower and transferred to a Structured Subsidiary or an Immaterial Subsidiary so discontinuedlong as (x) prior to and after giving effect to such sale, when combined with all transfer or other assets transferred disposition (excluding assets transferred under Sections 5.17(d))and any concurrent acquisitions of Portfolio Investments or payment of outstanding Loans) the Covered Debt Amount does not exceed the Borrowing Base and no Default exists and the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer to such effect, and all other assets utilized in all other business lines (y) either (i) the amount by which the Borrowing Base exceeds the Covered Debt Amount immediately prior to such release is not diminished as a result of such release or segments discontinued, during (ii) the Borrowing Base immediately after giving effect to such Fiscal Quarter and release is at least 100% of the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Covered Debt Amount.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, or liquidate or dissolve, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Domestic Subsidiaries of a Loan Party (excluding Loan Parties) Borrower may merge with one another, Foreign Subsidiaries of Borrower may merge with one another, and any Subsidiary may merge into its parent; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and assets, on the discontinuation or elimination of a business line or segment segment, and on liquidation and dissolution, shall not prohibit: (1) the Borrower, Cross Creek and DeSoto from selling any or all of their respective Receivables to Russell Financial; Russell Financial from selling or xxxxxxise transferxxxx xxy of its Receivables on or about the Amendment Date to any of the Borrower, Cross Creek or DeSoto or Russell Financial from reconveying Reconveyed Receivxxxxx xursuant to the Receivables Purchase Agreements; (2) the Borrower and its Subsidiaries from granting Liens permitted under Section 5.17 upon their assets, including any Liens that may be granted pursuant to the Bridge Loan Documents; (3) the Borrower or any Subsidiary, during any Fiscal Quarter, a transfer of from transferring assets (other than the Collateral) or the discontinuance discontinuing or elimination of eliminating a business line or segment (in a single transaction or in a series of related transactions) unless ), or from liquidating or dissolving a Subsidiary if the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinueddiscontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedx) of does not constitute more than $20,000,00010% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, and (y) does not contribute more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter; or (4) the liquidation or dissolution of any inactive Subsidiary. k. By deleting Section 5.09 in its entirety and by substituting in lieu thereof the following:

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that. The Borrower will not, nor will it permit any of the Guarantors to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets, whether not owned or hereafter acquired, but excluding (w) any transaction permitted under Section 5.12 or 5.42, (x) assets (other than Portfolio Investments) sold or disposed of in the ordinary course of business (including to make expenditures of Cash and Cash Equivalents in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y) subject to the provisions of clauses (c)(1) and (c)(2) below, Portfolio Investments. Notwithstanding the foregoing in this Section 5.17, (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) 117 ​ WBD (US) 42673629v7​ ​ a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment segmentfollowing shall not prohibit, during any Fiscal Quarter, prohibitbe prohibited: (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis,divestitures of Portfolio Investments (other than to a SPV Subsidiary) so long as after giving effect to such sale, transfer, discontinuation or elimination, with the terms and conditions of this Agreement and or other disposition (and any concurrent acquisitions of Portfolio Investments or payment or cash collateralization of Revolving Credit Exposure at such time) either (A) the Revolving Credit Exposure does not exceed the Borrowing Base or (B) if such sale, transfer or other disposition is made pursuant to, and in accordance with, a plan submitted and accepted in accordance with Section 2.11(c) or if the Administrative Agent otherwise consents in writing, the amount by which the Revolving Credit Exposure exceeds the Borrowing Base is reduced thereby or maintained, (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect theretoto a SPV Subsidiary so long as the Borrower and its Subsidiaries shall beis in compliance on a pro forma basis, after giving effect to any such divestiture, with each of the terms and conditions of this Agreement;set forth in Section 5.13(v), (3) any sale, lease or other transfer of assets by any Guarantor to be the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures (including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor or (ii) so transferred or utilized long as such transaction results in a business line Loan Party receiving the proceeds of such disposition, to any other Person, provided, however, that upon the occurrence and during the continuance of a Default or segment to be so discontinuedan Event of Defaultin the case of this clause (ii) if such Subsidiary is a Guarantor or holds any Portfolio Investments, when combined with all other assets transferred the Borrower shallwould not sell, transfer or otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d))including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, and all other assets utilized in all other business lines or segments discontinuedto the extent approved by the Required Lenders, during the Borrower may transfer Portfolio Investments to any SPV Subsidiary, so long as (i) such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a Portfolio Investments are sold to such SPV Subsidiary for fair market value value, in compliance with the requirements of Section 4.40 and without recourse to the Borrower other than such repurchase or book value whichever substitution rights or obligations under the applicable purchase agreement as approved by the Required Lenders, (ii) the Borrower is greater in compliance with Section 5.13; and (determined with respect iii) immediately before and after giving effect to each such asset transferred transfer, no Default or discontinued) Event of more than $20,000,000Default shall existhave been prohibited from disposing of any such Portfolio Investments to such other Person under any other term of this Agreement.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower or any of its Subsidiaries may merge with another Person (other than the Borrower) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or its merging Subsidiary is the corporation surviving such merger, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,0005% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 Fiscal Quarters have a fair market value or book value whichever is greater immediately preceding such Fiscal Quarter. Notwithstanding the foregoing, in no event shall any disposition of assets permitted in this Section 5.05 be permitted in the event that after such disposition (determined with respect to each such asset transferred or discontinuedA) of more Consolidated Total Assets shall be less than $20,000,00021,401,100 (which amount equals 90% of Consolidated Total Assets for the Fiscal Year ending December 31, 1994), or (B) assets not so disposed of shall have contributed less than $2,665,800 (which amount equals 90% of Consolidated Operating Profits for the Fiscal Year ending December 31, 1994).

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor The Lessee will it permit any Subsidiary of a Loan Party to, not consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets Consolidated Total Assets to, any other Person, or discontinue or eliminate any business line or segment, ; provided that (a) a Loan Party the Lessee may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Lessee is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or without limiting any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on which may not constitute a "substantial part" of the discontinuation or elimination Consolidated Total Assets of a business line or segment shall not prohibitthe Lessee, during any Fiscal Quarter, a no transfer of assets or of the discontinuance or elimination Lessee shall constitute a "substantial part" of a business line or segment the assets of the (in a single transaction or in a series of related transactions1) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 7 Fiscal Quarters have a fair market value (the "Sold Assets"), less the aggregate assets of the Lessee acquired during the same period (the "Purchased Assets") constituted more than 25% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter; or (2) the Consolidated operating Profits during the 8 Fiscal Quarters immediately preceding such Fiscal Quarter (the "Calculation Period") contributed by the Sold Assets less the Consolidated Operating Profits contributed by the Purchased Assets during the Calculation Period (calculated as if the Purchased Assets had been acquired on the first day of the Calculation Period) did not represent more than 25% of the Consolidated Operating Profits during the Calculation Period; or (B) giving effect to the disposition of such assets, (1) the book value whichever of the Consolidated Total Assets of the Lessee is greater not less than seventy-five percent (determined with respect to each such asset transferred or discontinued75%) of more the book value of the Consolidated Total Assets of the Lessee on July 1, 1995 and (2) the Consolidated Operating Profits of the Lessee for the four Fiscal Quarter period most recently ended prior to the date of such transfer are not less than $20,000,000seventy-five percent (75%) of the Consolidated Operating Profits of the Lessee for its Fiscal Year ending July 1, 1995.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement, the POP Disposition, the Agency Disposition and the CFC Sale (determined with respect to the POP Disposition, the Agency Disposition and the CFC Sale each such asset transferred or discontinuedas defined in the Credit Agreement)) of either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any material business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, either (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 7 Fiscal Quarters, either (x) constituted more than 20% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 8 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000.Fiscal Quarter or

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower and the Guarantors will not, nor will it the Borrower permit any other Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that (a) a Loan Party the Borrower, any Guarantor and any other Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or such Guarantor or other Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) any Guarantor may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyGuarantor or the Borrower (with the Borrower as the survivor of any such merger) and any other Subsidiary may merge with or transfer assets to a Guarantor, another Subsidiary, or the Borrower (d) a Loan Party may sell Inventory in with the ordinary course Borrower as the survivor of business and for fair valueany such merger), and and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Income Available for Debt Service during the 4 Fiscal Quarters have a fair market value or book value whichever immediately preceding such Fiscal Quarter. In the case of any Subsidiary which transfers substantially all of its assets pursuant to clause (c) of the preceding sentence, and in the case of any Subsidiary the stock of which is greater (determined being sold and with respect to each which clause (c) would have been satisfied if the transaction had been a sale of assets of such asset transferred Subsidiary, such Subsidiary may dissolve and, if it is a Guarantor, such Subsidiaries shall be entitled to obtain from the Agent a written release from the Guaranty, provided that (A) it is not the owner of an Escrowed Mortgage Property, and (B) it can demonstrate to the reasonable satisfaction of the Agent that (1) it was not a Significant Subsidiary immediately prior to such transfer of assets, and (2) it has repaid in full all Debt owed to the Borrower or discontinued) of more than $20,000,000any other Guarantor which was incurred after the Closing Date (or such Debt has been assumed by the Borrower or a Significant Subsidiary), and upon obtaining such written release, it shall no longer be a Guarantor for any purpose hereunder.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, provided that in the case of a merger of a Restricted Subsidiary with an Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 5.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year, constituted more than 15% of Adjusted Consolidated Total Assets measured as of the end of the immediately preceding three Fiscal Quarters have a fair market value Year and (z) transfers of (but not Liens on) Margin Stock. Nothing in this Section 5.04 shall be interpreted to (i) limit or book value whichever is greater abridge the provisions of Section 2.09(a) or (determined with respect ii) restrict the Borrower's ability to each dispose of (1) vehicles, (2) delivery routes, (3) assets obtained through acquisitions of businesses or assets on or after the date hereof, provided that proceeds of any such asset transferred disposition shall be reinvested in the Borrower by reducing Indebtedness or discontinuedby investing in operating assets, and (4) obsolete, under-performing or non-core assets, disposition of more than $20,000,000which, in management's judgment, would enhance the Borrower's operations and profitability, and dispositions described in this sentence shall not be subject to, or included in the computations under, clause (d) above.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party a)the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party ii)the Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if b)Subsidiaries of the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than another or with the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueBorrower, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan ------------------------------------------- Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another -------- Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, (d) the Borrower shall be permitted to transfer its ownership interest in 4100 Quest, LLC to ChannelMax, Inc. on or before December 31, 2001; and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(dSection 5.14(c)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and discontinued after the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Closing Date constitute more than $20,000,0002,500,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrowers and the Guarantors will not, nor will it the Borrowers permit any other Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that (a) a Loan Party the Borrowers, any Guarantor and any other Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrowers or such Guarantor or other Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) any Guarantor may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyGuarantor or either of the Borrowers (with such Borrower as the survivor of any such merger) and any other Subsidiary may merge with or transfer assets to a Guarantor, another Subsidiary, or either of the Borrowers (d) a Loan Party may sell Inventory in with such Borrower as the ordinary course survivor of business and for fair valueany such merger), and and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, (i) the sale of Properties whether to an Affiliate or a third party, during any period of 12 calendar months, pursuant to reasonable terms which are no less favorable to the Borrowers or such Subsidiary than would be obtained in a comparable arm's length transaction with a Person which is not an Affiliate if such sale is to an Affiliate, for fair market value (as determined in good faith by the Board of Directors of the Borrowers or an Executive Committee thereof), for an aggregate amount, when combined with all other such sales pursuant to this clause (c)(i) and after deducting the amount paid for any Properties acquired during such period, such net amount does not exceed 15% of Total Assets Value as of the end of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such 12 calendar month period begins, or (ii) during any Fiscal Quarter, a transfer other transfers of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, excluding in all cases sales permitted under clause (c)(i) above, either (x) constituted more than 5% of Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Income Available for Debt Service during the 4 Fiscal Quarters have a fair market value or book value whichever immediately preceding such Fiscal Quarter. In the case of any Subsidiary which transfers substantially all of its assets pursuant to clause (c) of the preceding sentence, and in the case of any Subsidiary the stock of which is greater (determined being sold and with respect to each which clause (c) would have been satisfied if the transaction had been a sale of assets of such asset transferred Subsidiary, such Subsidiary may dissolve and, if it is a Guarantor, such Subsidiaries shall be entitled to obtain from the Administrative Agent a written release from the Guaranty, provided that it can demonstrate to the reasonable satisfaction of the Administrative Agent that (A) it was not a Significant Subsidiary immediately prior to such transfer of assets, and (B) it has repaid in full all Debt owed to the Borrowers or discontinued) of more than $20,000,000any other Guarantor which was incurred after the Closing Date (or such Debt has been assumed by the Borrowers or a Significant Subsidiary), and upon obtaining such written release, it shall no longer be a Guarantor for any purpose hereunder.

Consolidations, Mergers and Sales of Assets. No Loan Party (a) None of the Credit Parties will, nor will it they permit any Subsidiary of a Loan Credit Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan any Credit Party may merge with another Person if (iA) in the case of any Credit Party that is organized under the laws of the United States of America or one of its states, such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan a Credit Party is the corporation entity surviving such merger or the surviving entity becomes a Credit Party hereunder upon the effectiveness of such merger, and in any consolidation or merger involving the Borrower, the Borrower shall be the surviving entity, and (iiiC) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party the Initial Borrower (excluding Loan which are not Credit Parties) may merge with (1) one another, (c) a Loan Party (other than another or into the Initial Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Credit Party, or (d2) another Person in connection with a Loan transaction permitted by, and subject to the satisfaction of the conditions set forth in, Section 5.6. (a) None of the Credit Parties will sell or otherwise dispose of assets except (i) any Credit Party may sell Inventory Portfolio Investments (including, but not limited to, Investment Loans and Investments in Equity Instruments) in the ordinary course of business business, or (ii) any Credit Party may make any other disposition so long as prior to such sale no Default or Event of Default exists and for fair value, and (e) the foregoing limitation on the immediately after giving effect to such sale, lease no Default or other transfer Event of assets and on Default shall exist; provided, in each case, that the discontinuation or elimination of a business line or segment Credit Parties shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (at all times be in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined pro forma compliance with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 5.32.

Consolidations, Mergers and Sales of Assets. No Loan Party will, (a) Neither the Company nor any of its Subsidiaries will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segmentexcept that if, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such mergerthereto, no Default shall have occurred and be continuing, (i) any Subsidiary of the Company may be merged into the Company if the Company is the surviving corporation and (ivii) if any Subsidiary of the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) Company may merge with one another, (c) a Loan Party any other corporation (other than the Borrower or an Eligible GuarantorCompany) may transfer all or if the surviving corporation is a Subsidiary. (b) Neither the Company nor any part of its assets to another Loan PartySubsidiaries will sell, lease or otherwise transfer any asset, except (i) sales or other dispositions of the facilities of the Company or Thom McAn located at Morrow, Georgia, Tifton, Georgia, Brockton, Massxxxxxxxxx, Worcester, Xxxxxchusetts and Aulander, North Carolina, (dii) a Loan Party may sell Inventory in the ordinary course of business business, (iii) transfers made as Investments permitted by Section 5.09 or Restricted Payments permitted by Section 5.15, (iv) pursuant to Sale and Lease-Back Transactions and (v) other transfers provided that the aggregate fair market value of all assets transferred in reliance upon this clause (v) shall not exceed during any period of four consecutive fiscal quarters ending on (or about) June 30 of any year, an amount equal to the sum of (1) 15% of the Company's Consolidated Tangible Net Worth as of the beginning of such fiscal period plus (2) in the case of periods beginning after the end of the fiscal quarter ending on (or about) June 30, 1998, the lesser of (x) 15% of the Company's Consolidated Tangible Net Worth as of the beginning of the immediately preceding period for fair valuewhich compliance with this clause (v) was required, and (ey) the foregoing limitation on excess, if any, of the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the maximum aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book of assets that would have been permitted to have been transferred in reliance upon this clause (v) during such immediately preceding period over the aggregate fair market value whichever is greater of all assets transferred in reliance upon this clause (determined with respect to each v) during such asset transferred or discontinued) of more than $20,000,000immediately preceding period.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower and the Guarantors will not, nor will it the Borrower permit any other Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that (a) a Loan Party the Borrower, any Guarantor and any Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or such Guarantor or other Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, , (b) Subsidiaries of a Loan Party (excluding Loan Parties) any Guarantor may merge with one anotheror transfer assets to the Borrower (with the Borrower as the survivor of any such merger), and any Subsidiary may merge with or transfer assets to the Borrower, any Guarantor, or another Subsidiary (c) a Loan Party (other than with the Borrower or an Eligible such Guarantor) , as the case may transfer all be, as the survivor in any such merger in which the Borrower or any part of its assets to another Loan PartyGuarantor is involved), and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedx) constituted more than five percent (5%) of Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than $20,000,000.five percent (5%) of Consolidated Income Available for

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, or liquidate or dissolve, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and assets, on the discontinuation or elimination of a business line or segment segment, and on liquidation and dissolution, shall not prohibitprohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) ), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinueddiscontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value immediately preceding such Fiscal Quarter, or book value whichever is greater (determined 3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with respect to each such asset transferred or discontinued) of more than $20,000,000the Restructuring Program.

Consolidations, Mergers and Sales of Assets. No Loan Party willBorrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party a)Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party ii)Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the b)Subsidiaries of Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower another or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuewith Borrower, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party Obligor will, nor will it permit any Subsidiary of a Loan Party an Obligor to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party any merger in connection with the AIC Purchase is permitted (ii) pursuant to the consummation of an Acquisition permitted under Section 6.7 (but not otherwise) an Obligor may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party an Obligor is the corporation Person surviving such merger, (iiiiv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivv) if the Borrower merges with another Loan PartyObligor, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party an Obligor (excluding Loan PartiesObligors) may merge with one another, another or into the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) sales of inventory in the ordinary course of business and for fair value; (ii) transfers of assets by an Obligor to another Obligor; (iii) dispositions of worn out, during obsolete, damaged or surplus property by the Borrower or any Fiscal Quarterother Obligor in the ordinary course of business and the abandonment or other disposition of immaterial Intellectual Property that is, in the reasonable good faith judgment of the Borrower or any other Obligor, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; (iv) leases, subleases, non-exclusive licenses or sublicenses of real or personal property (including intellectual property or other general intangibles), in each case in the ordinary course of business; (v) the disposition of overdue and delinquent accounts in the ordinary course of business consistent with past practice; (vi) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; and (vii) the license of patents, trademarks, copyrights and know-how to third Persons in the ordinary course of business; and (viii) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate value of the assets to be so transferred or utilized in a business line or segment (other than as permitted pursuant to be so discontinued, when combined with Section 6.15(c)(i)) by all other assets transferred (excluding assets transferred under Sections 5.17(d))Obligors and all Subsidiaries of Obligors, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter discontinued after the Closing Date by all Obligors and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) all Subsidiaries of Obligors constitute more than $20,000,000500,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party (other than any SPV Subsidiary) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person. The Borrower will not, nor will it permit any of the Guarantors to, convey, sell, lease, transfer or discontinue otherwise dispose of, in one transaction or eliminate a series of transactions, any part of its assets, whether not owned or hereafter acquired, but excluding (w) any transaction permitted under Section 5.12 or 5.42, (x) assets (other than Portfolio Investments) sold or disposed of in the ordinary course of business line or segment(including to make expenditures of Cash and Cash Equivalents in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y) subject to the provisions of clauses (c)(1) and (c)(2) below, provided that Portfolio Investments. Notwithstanding the foregoing in this Section 5.17, (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment following shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment be prohibited: (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d1)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with one another, (c) KCPQ Acquisition Corp., a Consolidated Subsidiary of the Borrower, may merge with Xxxxx Television Co. if (i) Xxxxx Television Co. is organized under the laws of the United States of America or one of its states, (ii) KCPQ Acquisition Corp. is the corporation surviving such merger, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,00020% of Consolidated Gross Revenues during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; provided, however, that the exchange of assets in connection with the WGNX Acquisition shall be excluded from any computation made pursuant to this Section 5.10(c).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,00020% of Consolidated Gross Revenues during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; provided, however, that the assets transferred in connection with the Proposed Station Exchange shall be excluded from any computation made pursuant to this Section 5.10(c).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower or its Subsidiaries may merge with another Person if (i) the Borrower or such Person was organized under Subsidiary, as the laws of the United States of America or one of its statescase may be, (ii) the Loan Party is the corporation surviving such merger, merger and (iiiii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (A) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (B) contributed more than 10% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters have immediately preceding such Fiscal Quarter; (ii) any transfer of trade names and trademarks to KRC and the license by KRC of such trade names and trademarks to the Borrower and its Subsidiaries or in the ordinary course of business to other Persons; (iii) the sale of Inventory in the ordinary course of business (including without limitation transfers of raw materials and work-in-process Inventory to KEMET de Mexico, S.A. de C.V., for purposes of completing production of such Inventory); (iv) the sale or disposition of machinery and equipment by the Borrower or any Subsidiary no longer useful for the conduct of the Borrower's or such Subsidiary's business; (v) the transfer of assets among the Borrower and the Guarantors (including equity contributions in Guarantors); (vi) the sale of the Factor Receivables (including without limitation intercompany transfers of Foreign Trade Receivables in anticipation of their becoming Factor Receivables) and payments to purchasers of Factor Receivables (and, intercompany transfers in anticipation of such payments) of amounts representing collections of 50 Factor Receivables; (vii) the sale of assets from time to time by the Pledgor to Greenville County, South Carolina and/or Greenwood County, South Carolina pursuant to the Bond Issuance and Purchase Agreement; (viii) transfers of assets (including in the case of transfers to Subsidiaries which are Guarantors, equity contributions) from any Subsidiary which is not a Guarantor to the Borrower or to any Subsidiary which is a Guarantor; (ix) transfers permitted under Section 5.06 or 5.07; and (x) transfers of assets (including equity contributions) to any Subsidiary which is not a Guarantor in exchange for cash in an amount at least equal to the fair market value of the assets so transferred (but only to the extent such cash is paid at or book value whichever is greater (determined with respect prior to each the time of such asset transferred or discontinued) of more than $20,000,000transfer).

Consolidations, Mergers and Sales of Assets. No Loan Party willFlowers will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party Flowers may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Flowers is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of Flowers may merge with one another, provided that in the Borrower merges case of a merger of a Restricted Subsidiary with another Loan Partyan Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 8.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Year, constituted more than $20,000,000.15% of Adjusted Consolidated Total Assets measured as of the end of the immediately

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 5.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding, however, for purposes of this clause (c) sales, contributions or book value whichever is greater other transfers of Securitization Assets permitted by clause (determined with respect to each such asset transferred or discontinuedd) of below and the CFC Sale) either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Borrower and its Participating Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained, and the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with or sell their assets to one another, (c) a Loan Party (other than another or to the Borrower or an Eligible Guarantor) may transfer all or any as part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuePermitted Acquisition, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three seven (7) Fiscal Quarters, either (x) constituted more than twenty-five percent (25%) of the Borrower's Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding the date of any determination, or (y) contributed more than twenty-five (25%) of the Borrower's Consolidated Gross Profits during the eight (8) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 5.11(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Credit Party will, nor will it any Credit Party permit any Subsidiary of a Loan Party its Material Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Material Subsidiary or business line or segment, provided that that: (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iiiii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (b) any Borrower (other than the Company) may merge with another Person if (i) such Borrower is the Person surviving such merger, and (ii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (c) Subsidiaries other than the Borrowers (i) may merge with another Subsidiary; provided that if one of the Persons involved in such merger is a Credit Party, the surviving Person or transferee in any such transaction is, by virtue of such merger, or becomes within the period of time set forth in Section 6.09, a Credit Party, (ii) may merge with the Company, so long as the surviving Person or transferee in any such transaction is the Company, and (iii) may merge with another Person (other than the Company or another Subsidiary) if (x) such Subsidiary is the Person surviving such merger or such Person becomes a Subsidiary by virtue thereof, and (y) no Default or Event of Default shall have occurred and be continuing; (d) the Company and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if such elimination or discontinuance could not reasonably be expected to have a Material Adverse Effect; (e) so long as no Event of Default shall then have occurred and be continuing or would result therefrom, the Company and its Subsidiaries may effect any Asset Sale so long as the assets to be sold pursuant to all such Asset Sales during any Fiscal Year have not contributed, in the aggregate, more than fifteen percent (15%) of the EBITDA of the Company as of the end of the Company’s most recently ended Fiscal Quarter (for the twelve month period then ended) for which financial statements are available (with the determination of such contribution to EBITDA to be made by the Company in a manner reasonably acceptable to the Administrative Agent); provided that the aggregate amount of all assets sold pursuant to this clause (e), calculated at the time of any such Asset Sale, shall not have contributed, in the aggregate, more than twenty-five percent (25%) of EBITDA of the Company as of the end of the Company’s most recently ended Fiscal Quarter (for the twelve month period then ended) for which financial statements are available (with the determination of such contribution to EBITDA to be made in good faith by the Company); (f) Subsidiaries which are formed for the sole purpose of (i) merging into Persons that will become Subsidiaries or (ii) acquiring the assets or Equity Interests of Persons and thereafter becoming Subsidiaries, may merge with such Persons or consolidate those Persons’ assets with the assets of those Subsidiaries so long as such acquisitions and related transactions are otherwise permitted by this Agreement; (g) the Company and its Subsidiaries may consummate the Heartland Acquisition and may make any Asset Sales required by any Governmental Authority as a condition to the Heartland Acquisition; provided that (i) at the time of such Asset Sale, no Default exists or would result therefrom, (ii) immediately after giving effect thereto, the Leverage Ratio determined on a pro forma basis as if the Heartland Acquisition had occurred (x) is not more than 0.25x greater than the Leverage Ratio immediately prior thereto and (y) is at least 0.25x less than the Leverage Ratio then permitted under Section 7.08, (iii) the Ratings shall not have been decreased (and neither Xxxxx’x nor S&P shall have announced any such Ratings are under review), in each case as a result of such Asset Sale and (iv) the Net Cash Proceeds of each such Asset Sale shall be applied in accordance with Section 2.05(b)(ii); (h) to the extent constituting an Asset Sale, the Company and its Subsidiaries may (i) incur Indebtedness pursuant to Section 7.01, (ii) make Restricted Payments pursuant to Section 7.6 and (iii) may make Investments pursuant to Section 7.12; (i) the Company and its Subsidiaries may make any Asset Sales occurring (i) by reason of theft, loss, physical destruction, taking or similar event with respect to any of its property or (ii) in connection with the termination of any lease (including any transfer or disposition of leasehold improvements or leased assets in connection therewith); (j) the Company and its Subsidiaries may consummate any Corporate Restructuring; and (k) the Company and its Subsidiaries may consummate sales, transfers or other dispositions of assets (including Equity Interests of a Subsidiary) to the Company or any Subsidiary; provided, that if the Borrower merges with another Loan transferor of such assets is a Credit Party, (i) the Borrower is the corporation surviving such merger, (b) Subsidiaries of transferee thereof must be a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Credit Party (other than a Foreign Subsidiary Borrower) or (ii) after the Borrower or consummation of the Heartland Acquisition, to the extent such transaction constitutes an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyInvestment, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single such transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred is permitted under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Section 7.12.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall not, nor will it and shall not permit any Subsidiary of a Loan Party its Subsidiaries to, consolidate or merge with or into, or sellcomplete the Sale of, lease or otherwise transfer all or any substantial part of its assets to, any other Person; provided, or discontinue or eliminate any business line or segmenthowever, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, and (iii) immediately prior to and after giving effect to such merger, no Default shall have occurred and be continuing; (b) Subsidiaries of the Borrower, and (iv) if except Finsub, may merge with one another or with the Borrower merges with another Loan Party(provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving such merger) and may complete the Sale of, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with lease or otherwise transfer assets to one another, another or to the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation limitations on the saleSale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) ), unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedi) of would have, if retained, contributed more than $20,000,00020% of Consolidated Gross Revenues during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter, or (ii) would have, if retained, contributed more than 20% of Consolidated Operating Profits during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter. (q) Section 6.12 (