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

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate or merge with or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.

Consolidations, Mergers and Sales of Assets. (a) The Company Borrower will not (ai) consolidate or merge with or into any other Person, (b) liquidate or dissolve Person or (cii) sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part of the assets of the Company Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided PROVIDED that the Company Borrower may merge with another Person if (i1) either (x) the Borrower is the corporation surviving such merger or (y) the merger Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or to which properties and assets of the Company or Borrower are transferred shall be a corporation organized and existing under the laws of a State of the United States into which or any State thereof or the Company desires to merge for the purpose District of becoming incorporated in such State Columbia and shall expressly assume (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement instrument reasonably satisfactory in form to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders Banks, accompanied by such legal opinions and other documents with respect thereto as the Administrative Agent Required Banks may reasonably request to evidence request) the due authorizationand punctual payment of the principal of and interest on the Loans and of all other amounts payable by the Borrower hereunder, validity and binding effect thereof) the due and punctual performance and observance of all the terms, covenants, agreements and conditions of this Agreement to be performed or observed by the Borrower to the same extent as if such surviving or acquiring corporation had been the original issuer of the Notes and (ii2) immediately after giving effect to such mergertransaction, no Default shall have occurred and be continuing; and . (b) Neither the Borrower nor any Subsidiary will sell or otherwise transfer any accounts receivable or other rights to receive income, except pursuant to one or more accounts receivable purchase facilities provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that aggregate unreimbursed purchase price under all such facilities does not involve all or at any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companytime exceed $250,000,000.

Consolidations, Mergers and Sales of Assets. 6.7.1 The Company Borrower will not (a) not, nor will it permit any Material Subsidiary to, merge or consolidate or merge with or into any other Person, except (bi) liquidate any Material Subsidiary may merge or dissolve consolidate with the Borrower if the Borrower is the corporation surviving such merger, (ii) any Material Subsidiary may merge or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to consolidate with any other Person; Subsidiary, provided that the Company Borrower's aggregate direct and indirect ownership interest in the survivor thereof shall not be less than the greater of the Borrower's direct and indirect ownership interest in such Subsidiaries prior to such merger, and (iii) the Borrower or any Material Subsidiary may merge or consolidate with another any other Person if (ia) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which of America or one of its States and (b) the Company desires Borrower or such Material Subsidiary is the corporation surviving such merger; provided that, in each case, after giving effect thereto, no Default or Unmatured Default will be in existence. 6.7.2 The Borrower will not sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Material Subsidiaries to merge sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, except for the purpose sales, leases, transfers, assignments, and other dispositions of becoming incorporated in such State (in which case such corporation shall assume all or substantially all of the Company’s obligations under this Agreement by an agreement satisfactory Borrower's or any such Material Subsidiary's assets to the Required Lenders (and Borrower or any other Subsidiary of the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorizationBorrower, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, provided in each case that no Unmatured Default or Default shall have occurred and be continuing; continuing after giving effect thereto and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizationsi) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company in no case will not permit the sale, directly lease, transfer, assignment or indirectly, other disposition by PWEC of the Equity Interests Silverhawk Power Plant or any interest therein be governed or prohibited by this Section 6.7.2, and (ii) this Section 6.7.2 will not govern or prohibit pledges or the grant of a Borrowing Subsidiary such thatsecurity interests, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly mortgages or indirectly, wholly-owned by the Companyother Liens on any assets.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither Parent nor the Borrower will (i) consolidate or merge with or into any other Person, (b) liquidate or dissolve Person or (cii) sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part substantially all of the its assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company Borrower may merge with another Person if (i) the corporation surviving the merger Borrower is the Company or a corporation organized under entity surviving such merger (except in the laws case of a State merger of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (Borrower with Parent, in which case such corporation shall assume all of Parent may be the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreementsurviving entity) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorizationand, validity and binding effect thereof) and (ii) immediately after giving effect to such mergerthereto, no Event of Default or Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets . (including by means of dividends, share repurchases or recapitalizationsb) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company The Borrower will not permit any of its Restricted Subsidiaries to consolidate or merge with any other Person (except with the saleBorrower or another Restricted Subsidiary, directly but subject to the provisions of Sections 5.07 and 5.09(a)) or indirectlysell all or substantially all of their respective assets (except to the Borrower or another Restricted Subsidiary, subject to the provisions of the Equity Interests of Section 5.07, or except as a Borrowing Subsidiary such thatPermitted MLP Asset Transfer) if, after giving effect thereto, the Borrowing Subsidiary will cease to be(i) any Event of Default or Default shall have occurred and be continuing or (ii) such consolidation, directly merger or indirectlysale of assets, wholly-owned taken as a whole together with all other consolidations, mergers and sales of assets by the CompanyBorrower and its Restricted Subsidiaries since the Effective Date, shall result in the disposition by the Borrower and its Restricted Subsidiaries of assets in an amount that would constitute all or substantially all of the consolidated assets of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the most recently completed fiscal quarter. (c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) sell any of the Equity Securities of Texas Eastern or Algonquin to any Person that is not a Restricted Subsidiary of the Borrower or (ii) sell all or substantially all of the assets of Texas Eastern or Algonquin.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Borrower nor any Co-Borrower shall consolidate with or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (bi) liquidate or dissolve or (cx) sell, lease or otherwise transfer all or any substantial part in the case of the Borrower, the corporation formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company and its Consolidated Subsidiaries, taken Borrower substantially as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or an entirety shall be a corporation organized and existing under the laws of a State of the United States into which of America, any State thereof or the Company desires to merge for the purpose District of becoming incorporated in such State (in which case such corporation Columbia and shall assume all of the Company’s obligations under this Agreement expressly assume, by an agreement supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Required Lenders (Banks, the due and punctual payment of the Obligations and the Required Lenders performance of every covenant of this Agreement on the part of the Borrower to be performed or observed and (y) in the case of a Co-Borrower, the corporation formed by such consolidation or into which such Co-Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of such Co-Borrower substantially as an entirety shall not unreasonably withhold their consent be (1) a Wholly-Owned Subsidiary of the Borrower that can and does become a Co-Borrower hereunder in accordance with the terms of this Agreement or (2) another Person acceptable to the form of such agreement) Required Banks and that shall deliver expressly assume, by an agreement supplemental hereto, executed and delivered to the Administrative Agent Agent, in form satisfactory to the Required Banks, the due and punctual payment of the Obligations and the Lenders performance of every covenant of this Agreement on the part of such legal opinions and other documents as the Administrative Agent may reasonably request Co-Borrower to evidence the due authorization, validity and binding effect thereof) and be performed or observed; (ii) immediately after giving effect to such mergertransaction, no Default shall have occurred happened and be continuing; and (iii) the Borrower has delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transferor lease and supplemental agreement comply with this Section 5.7 and that all conditions precedent herein provided further that for relating to such transaction have been complied with. (b) Upon any consolidation by the foregoing shall not be construed to prohibit any Minority Interest Disposition Borrower or any other sale, lease Co-Borrower with or other transfer of assets (including merger by means of dividends, share repurchases or recapitalizations) that does not involve all the Borrower or any substantial part Co-Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company and its Consolidated Subsidiaries taken Borrower or any Co-Borrower substantially as a whole. Notwithstanding the foregoingan entirety in accordance with this Section 5.7, the Company will not permit successor corporation formed by such consolidation or into which the saleBorrower or such Co-Borrower, directly as the case may be, is merged or indirectlyto which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower or such Co-Borrower, as the case may be, under this Agreement with the same effect as if such successor corporation had been named as the Borrower or Co-Borrower, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Agreement. (c) Neither the Borrower nor any Co-Borrower shall transfer any Principal Property to any one or more Subsidiaries of the Equity Interests of a Borrowing Subsidiary such thatBorrower, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly whether now existing or indirectly, wholly-owned by the Companyhereafter acquired.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Borrower will not, and will not permit any other Credit Party to, directly or indirectly consolidate or merge with or into any other PersonPerson other than (i) mergers of any Restricted Subsidiary with and into Borrower or another Restricted Subsidiary, (ii) mergers of any Restricted Subsidiaries with and into Borrower (with Borrower as the surviving entity of such merger) and (iii) mergers or consolidations with or into any Person so long as Borrower or a wholly-owned Restricted Subsidiary or a Person who becomes a wholly-owned Restricted Subsidiary is the surviving entity; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.8. Any Restricted Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders. (b) liquidate or dissolve or (c) sellBorrower will not, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleany other Credit Party to, directly or indirectly, consummate any Asset Dispositions other than, so long as no Default or Event of Default then exists or would result from any such disposition (i) dispositions of Excluded Property, (ii) dispositions of property (other than Oil and Gas Properties) for 100% cash and fair market value so long as any prepayment required under Section 2.3(c) is made in accordance with this Agreement and (iii) dispositions of any Oil and Gas Property or any interest therein if (A) the Equity Interests consideration received in respect of a Borrowing Subsidiary such thatsale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (as reasonably determined by Borrower), after giving effect theretoand (B) any prepayment required under Section 2.3(c) is made in accordance with this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Borrower or any other Credit Party be permitted to make an Asset Disposition (other than in connection with the Borrowing Subsidiary will cease to be, directly CBM Properties) so long as Borrower has not established an Asset Disposition or indirectly, wholly-owned by the CompanyRecovery Event Proceeds Pledged Account in accordance with Sections 2.3(c) and 4.11.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Borrower nor any Subsidiary will, without the prior written consent of the Bank, consolidate or merge with or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company so long as no Default or a corporation organized under the laws Event of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, occur after giving effect thereto, (i) a Subsidiary may merge into the Borrowing Borrower if the Borrower is the surviving entity and (ii) the Borrower or any Subsidiary will cease to may merge into or consolidate with another Person if the Borrower or such Subsidiary, as the case may be, directly is the entity surviving such merger or indirectlyconsolidation. (b) Neither the Borrower nor any Subsidiary will, wholly-without the prior written consent of the Bank, convey, sell, lease, assign transfer of otherwise dispose of any of its property, business or assets (including, without limitation, the sale of any receivables and leasehold interests and any sale leaseback or similar transaction), whether now owned or hereafter acquired, except: (i) the sale of Inventory in the ordinary course of business; (ii) provided that no Default or Event of Default has occurred or would occur as a result of the consummation of such sale or other disposition, the sale or other disposal of assets (but specifically excluding the real property and the improvements thereon encumbered by the Deed of Trust or the Nevada Deed of Trust) for fair market value which the Borrower determines are no longer needed for the operation of the business of the Borrower and its Subsidiaries; provided that the aggregate net book value of assets so disposed of shall not exceed $2,500,000 in any fiscal year; provided further that if the Borrower or the applicable Subsidiary (A) acquires fixed assets useful and intended to be used in the operation of the business of the Borrower and its Subsidiaries, such fixed assets are subject to the first lien and security interest of the Collateral Agent, such fixed assets have an actual out-of-pocket cost equal to or greater than the proceeds resulting from such sale or other disposition, and such fixed assets are acquired within 210 days of such sale or other disposition or (B) applies the net proceeds of any such sales which exceed $2,500,000 in any fiscal year (such excess net proceeds, "Fixed Asset Proceeds") to prepay the Revolving Credit Loan Obligations (or, if required by the terms of the Note Agreement, to repay the Secured Obligations (as defined in the Intercreditor Agreement) on a pro rata basis), such sale or other disposition shall be excluded from the calculation of the amount in this clause (ii); (iii) provided that no Default or Event of Default has occurred or would occur as a result of such sale or other disposition, the sale, lease, transfer or other disposition of any assets of any Subsidiary to the Borrower or a Wholly-Owned Subsidiary; (iv) provided that no Default or Event of Default has occurred and notwithstanding any other provision of this Agreement or in any of the other Loan Documents, upon thirty (30) days prior written notice to the Bank: (a) TREX Company, LLC may merge into or consolidate with Trex Company, Inc. and (b) (1) TREX Company, LLC or Trex Company, Inc. may create a Wholly-Owned Subsidiary (the "IP Subsidiary") and transfer thereto all patents, trademarks, copyrights and other intellectual property of the Borrower (the "IP"); provided, however, that the IP Subsidiary shall execute and deliver to the Bank, or cause to be executed and delivered to the Bank, all of the documentation required by Section 6.23, if any, and (2) the IP Subsidiary may license the IP to the Borrower, subject to Section 6.24 hereof; and (v) the Borrower may terminate the corporate or other existence of DENPLAX, S.A. and surrender its equity interest in DENPLAX, S.A. for no consideration, provided that no Default or Event of Default has occurred or would occur as a result of such termination of existence and surrender of equity interest, and further provided that such termination of existence and surrender of equity interest is deemed prudent in the reasonable business judgment of the Borrower.

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate Neither the Company nor any Subsidiary Borrower will be a party to any merger or merge with consolidation or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part substantially all of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other PersonProperty; provided that the Company may merge or consolidate with another Person corporation and may sell, lease or otherwise transfer all or substantially all of its Property as an entirety to another corporation if (i) the surviving or acquiring corporation surviving (if other than the merger Company) (A) is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State or a jurisdiction thereof and (in which case such corporation shall assume all of the Company’s obligations under this Agreement B) expressly assumes by an agreement writing reasonably satisfactory to the Required Lenders (the covenants and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorizationobligations in this Agreement, validity and binding effect thereof) and (ii) immediately after giving effect to such mergertransaction, (x) no Default condition or event shall have occurred and be continuing; and provided further that exist which constitutes a Default, (y) the foregoing Consolidated Tangible Net Worth shall not be construed to prohibit less than $1,000,000,000, and (z) in the event that any Minority Interest Disposition Rating or any other expected Rating (resulting from such merger, consolidation, sale, lease or other transfer) for determining the Applicable Rate is determined by reference to Level Three, Four, Five or Six as provided in the Pricing Schedule, the Debt Leverage Ratio shall be equal to or less than 3.5:1.00; and provided, further, that any Subsidiary Borrower may merge or consolidate with another corporation and may sell, lease or otherwise transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part substantially all of its Property as an entirety to another corporation if (i) the surviving or acquiring corporation (if other than another Subsidiary Borrower) (A) is organized under the laws of the assets country under whose laws such Subsidiary Borrower is organized and (B) executes and delivers to the Administrative Agent a Joinder Agreement, (ii) all outstanding capital stock of the surviving or acquiring corporation is owned by the Company free and its Consolidated Subsidiaries taken clear of any Lien, and (iii) immediately after giving effect to such transaction, no condition or event shall exist which constitutes a Default and the conditions for a Borrowing other than a Refunding Borrowing as set forth in Section 4.02 (whether or not a whole. Notwithstanding Borrowing occurs in connection therewith) are satisfied. (b) Concurrently with the foregoingpublic disclosure thereof, the Company will not permit shall give written notice to the saleAdministrative Agent and the Lenders describing in reasonable detail any proposed transaction described in this Section, directly or indirectly, the date on which it is proposed to be consummated and the identity and jurisdiction of organization of the Equity Interests of a Borrowing Subsidiary such that, after giving effect theretoproposed successor or transferee corporation. (c) Notwithstanding anything contained in this Section 6.03, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the CompanyOryx Merger is hereby expressly permitted.

Consolidations, Mergers and Sales of Assets. The Company Borrower will not, and will not permit any Subsidiary to, be a party to any merger or consolidation, or sell or otherwise dispose of any of its assets (other than in the ordinary course of business), or sell or assign with or without recourse any accounts receivable, except: (i) A Wholly-Owned Subsidiary may be merged into the Borrower or with another Wholly-Owned Subsidiary. (ii) Any Subsidiary may sell assets to the Borrower or another Subsidiary. (iii) The Borrower may sell all or substantially all of its assets to, or consolidate with or merge into, any other corporation, or permit another corporation to merge into it; PROVIDED, HOWEVER, that (a) consolidate the surviving corporation, if such surviving corporation is not the Borrower, or merge with or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer the transferee corporation in the case of a sale of all or any substantial part substantially all of the Borrower's assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i1) the corporation surviving the merger is the Company or shall be a corporation organized and existing under the laws of a State of the United States into which of America or a state thereof or the Company desires to merge for District of Columbia, and (2) shall expressly assume in writing the purpose due and punctual payment of becoming incorporated in such State (in which case such corporation shall assume the Obligations and the due and punctual performance of and compliance with all of the Company’s obligations under terms of this Credit Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent other Loan Documents to be performed or complied with by the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) Borrower and (iib) immediately before and after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing consolidation or sale, there shall not be construed to prohibit exist any Minority Interest Disposition Default or any other Unmatured Default. (iv) The Borrower and its Subsidiaries may sell generating assets (including the Utility's Nine Mile 2 Nuclear Plant) for fair market value. (v) The sale, lease assignment or other transfer of accounts receivable or other rights to payment pursuant to any Securitization Transaction. (vi) The Borrower and its Subsidiaries may sell or otherwise dispose of assets (including by means other than accounts receivable and other rights to payment unless in connection with the sale of dividends, share repurchases a particular business line) so long as the aggregate amount of all assets sold or recapitalizationsotherwise disposed of in any fiscal year of the Borrower (other than assets sold or otherwise disposed of in the ordinary course of business or pursuant to clauses (ii) that and (iv) above) does not involve all or any substantial part exceed 5% of the consolidated assets of the Company Borrower and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests last day of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by preceding fiscal year of the CompanyBorrower.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Borrower nor any of its Subsidiaries will (i) consolidate or merge with or into any other Person, unless the Borrower or, except in the case of a merger or consolidation to which the Borrower is a party, a Wholly-Owned Subsidiary of the Borrower is the surviving corporation, (b) liquidate or dissolve or (cii) sell, lease or otherwise transfer all or any substantial part of the assets of the Company Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; Person or (iii) sell, lease, transfer or otherwise dispose of any Pledged Stock, provided that (A) this Section shall not apply to mergers, dissolutions, reorganizations or liquidations of Subsidiaries of the Borrower that have disposed of all or substantially all of their assets and (B) the Borrower and its Subsidiaries (other than Pharmacy or any of its Subsidiaries) may assign or grant security interests in their Medicare, Medicaid or other patient accounts receivable to a Special Purpose Receivables Financing Subsidiary to secure Permitted Receivables Financing Securities (provided that the Company may merge with another Person if net amount at any time of all uncollected accounts receivable owing to the Borrower or any of its Subsidiaries that are so assigned or in which a security interest is so granted shall not exceed 200% of the aggregate principal or redemption amount of all Permitted Receivables Financing Securities then outstanding). (b) The Borrower will not permit Pharmacy or any of its Subsidiaries to (i) the corporation surviving the merger is the Company consolidate or a corporation organized under the laws of a State of the United States merge with or into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other salePerson, lease or other transfer of assets (including by means of dividendsunless Pharmacy or, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.except

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate No Principal Obligor will consolidate, amalgamate or merge with or into any other Person, (b) liquidate Person or dissolve or (c) sell, lease or otherwise transfer all or substantially all of its assets to any substantial part other Person, unless (i) such Principal Obligor or one of its Subsidiaries is the surviving corporation, or the Person (if other than such Principal Obligor) formed by such consolidation or amalgamation or into which such Principal Obligor is merged or amalgamated, or the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of such Principal Obligor (any such Person, the Company “Successor”), shall be organized and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized existing under the laws of (A) in the case of a State Successor to the Borrower, Luxembourg or the United States, any state thereof or the District of Columbia or (B) in the case of a Successor to the Parent, Bermuda or of the United States into which States, any state thereof or the Company desires District of Columbia and shall expressly assume, in a writing executed and delivered to merge the Paying Agent for the purpose of becoming incorporated in such State (in which case such corporation shall assume all delivery to each of the Company’s Lenders, in form reasonably satisfactory to the Required Lenders, the due and punctual payment of the principal of and interest on the Loans and the performance of the other obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to Notes on the form part of such agreement) and shall deliver Principal Obligor to the Administrative Agent and the Lenders be performed or observed, as fully as if such legal opinions and other documents Successor were originally named as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and such Principal Obligor in this Agreement; and (ii) immediately after giving effect to such mergertransaction, no Default shall have occurred and be continuing; and (iii) such Principal Obligor has delivered to the Paying Agent a certificate on behalf of such Principal Obligor signed by one of its Responsible Officers and an opinion of counsel, each stating that all conditions provided further that in this Section 6.10 relating to such transaction have been satisfied. (b) Neither Section 6.10(a) nor any other provision of any of the foregoing Financing Documents shall not be construed deemed to prohibit any Minority Interest Disposition the reincorporation or any other saledomestication into the United States of the Parent and/or the Borrower, lease whether under Section 388 of the Delaware General Corporation Law, through merger or other consolidation or transfer of assets or in such other manner as may be satisfactory to the Required Lenders, provided that (including by means I) prior to the consummation of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part such transaction the Paying Agent shall have received each of the assets following: (x) evidence in form and substance reasonably satisfactory to the Required Lenders, of its continued existence and continuing liability for its obligations under the Financing Documents or the corporate existence and good standing of the Company successor entity and of its Consolidated Subsidiaries taken as a whole. Notwithstanding power and authorization to assume the foregoing, the Company will not permit the sale, directly or indirectly, obligations of the Equity Interests Parent and/or the Borrower, as the case may be, under the Financing Documents, (y) if requested by the Paying Agent, documentation in form and substance reasonably satisfactory to the Required Lenders, pursuant to which such successor entity assumes and agrees to pay and perform the obligations of a Borrowing Subsidiary the Parent and/or the Borrower, as the case may be, under the Financing Documents, and (z) legal opinions in form and substance reasonably satisfactory to the Required Lenders with respect to the transactions effecting such thatreincorporation, domestication and/or assumption, (II) after giving effect theretoto such reincorporation, domestication and/or assumption, (x) the Parent or its successor entity continues to own and control the Borrower or its successor entity, (y) the Required Lenders are satisfied that such successor entity is of comparable credit quality to the Parent and/or the Borrower, as the case may be, and (z) no Default or Event of Default has occurred and is continuing either before or immediately after the consummation of such reincorporation, domestication and/or assumption. (c) Neither Section 6.10(a) nor any other provision of any of the Financing Documents shall be deemed to prohibit the conversion or merger of the Borrower into a Luxembourg partnership or other legal entity organized under Luxembourg law, provided that each of the conditions and requirements set forth in Section 6.10(b) shall also apply to such conversion or merger. (d) Upon the satisfaction (or waiver in accordance with Section 10.01) of the conditions set forth in this Section 6.10, a Successor (or other successor referred to in Section 6.10(b)) to the Borrower or the Parent shall succeed, and may exercise every right and power of, the Borrowing Subsidiary will cease Borrower or the Parent under this Agreement and the Notes and the other Financing Documents with the same effect as if such Successor (or other successor referred to in Section 6.10(b)) had been originally named as the Borrower or the Parent herein and in the Notes and any other Financing Documents, and the Borrower or the Parent, as the case may be, directly or indirectly, wholly-owned by shall be relieved of and released from its obligations under this Agreement and the CompanyNotes and the other Financing Documents.

Consolidations, Mergers and Sales of Assets. The Company will not (a) TLGI and LGII will not, nor will either permit any Subsidiary of it to, merge, amalgamate or consolidate or merge with or into any other Person, except that (bi) liquidate or dissolve or a Subsidiary (cother than LGII) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company TLGI, LGII, a Regional Partner or a Wholly-Owned Subsidiary of TLGI or a Regional Partner, subject to the further condition that if TLGI or LGII is a party to any such permitted merger, TLGI or LGII, as applicable, shall be the surviving corporation organized and (ii) a Regional Partner or a Wholly-Owned Subsidiary of TLGI or a Regional Partner incorporated under the laws of Canada or any Province thereof may amalgamate with another Regional Partner or Wholly-Owned Subsidiary of TLGI or a State Regional Partner incorporated under the laws of Canada or any Province thereof, it being understood that neither TLGI nor LGII may so amalgamate. (b) TLGI and LGII will not, nor will either permit any Subsidiary of it to, lease, sell or otherwise dispose of its Property to any other Person except for (i) sales of inventory in the United States into which ordinary course of business, (ii) leases, sales or other dispositions of its property to a Regional Partner or a Wholly-Owned Subsidiary of TLGI or a Regional Partner (provided that if any such property is subject to the Company desires Collateral Trust Agreement, then such lease, sale or other disposition shall be permissible hereunder only to merge for the purpose of becoming incorporated in such State (in which case such corporation extent that the lessee or transferee thereof shall assume all of the Company’s obligations under this Agreement by an agreement have executed documentation satisfactory to the Required Lenders (Agent maintaining the security interest in the property in favor of the Collateral Agent for the benefit of the Banks and the Required Lenders shall not unreasonably withhold their consent other Secured Parties), (iii) other sales or other dispositions of its property subject to the form requirement that the net proceeds of each such sale or other disposition of property are reinvested, within 180 days following consummation of such agreement) and shall deliver to sale or other disposition, in the Administrative Agent business of TLGI, LGII and the Lenders such legal opinions Subsidiaries of either as conducted in accordance with the requirements of Section 5.10, and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity that immediately before and binding effect thereof) and (ii) immediately after giving effect to such mergersale, no Default or Event of Default shall have occurred and be continuing; , (iv) Permitted Receivables Securitizations, and (v) sales of cemetery properties (provided further that such sales (w) are on commercially reasonable terms, (x) occur within 30 days of the foregoing shall not be construed acquisition by TLGI, LGII or a Subsidiary of such cemetery property, (y) give rise to prohibit any Minority Interest Disposition or any other salean Investment of the type described in, lease or other transfer of assets and permitted by, Section 5.08(m), and (including by means of dividends, share repurchases or recapitalizationsz) that does do not involve cemetery properties with an aggregate Fair Value in excess of $50,000,000 for all or such cemetery properties sold in any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companycalendar year).

Consolidations, Mergers and Sales of Assets. The Company Neither ------------------------------------------- Borrower will not (ai) consolidate or merge with or into any other Person, except that: (ba) liquidate JHCC may consolidate or dissolve merge with or into (A) the Company if the Company is the surviving corporation or (cB) sellanother Subsidiary if (1) JHCC is the surviving corporation or (2) (x) prior thereto, lease or otherwise transfer all or any substantial part of the assets of the Company shall have executed and its Consolidated Subsidiaries, taken as delivered a whole, to any other Person; provided that the Company may merge with another Person if Assumption Agreement or (iy) the corporation surviving the merger Subsidiary that is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such surviving corporation shall assume all of the Company’s obligations of JHCC hereunder and under this the Notes and either (I) the Company agrees in writing that such Subsidiary shall have all of the benefits of the Support Agreement and that all of the obligations of such Subsidiary hereunder and under the Notes shall constitute Covered Credit (as defined in Section (5) of the Support Agreement) and that the Agent, each of the Banks and each holder from time to time of any Note issued by an agreement JHCC and assumed by such Subsidiary or issued by such Subsidiary shall constitute a Covered Creditor (as so defined) or (II) the Company executes a Guarantee Agreement modified in such manner as shall be satisfactory to the Required Lenders (and Banks to reflect the Required Lenders fact that such Subsidiary shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately thereafter be a Borrower hereunder; provided that after giving effect to such merger-------- thereto, no Default shall have occurred and be continuing; and provided further that and (b) the foregoing shall not be construed to prohibit any Minority Interest Disposition Company may consolidate or merge with or into any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of Person so long as the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding shall be the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such thatsurviving corporation and, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.no Default shall have occurred and be continuing; or

Consolidations, Mergers and Sales of Assets. The Company No Borrower will, nor will not (a) it permit any of its Material Subsidiaries to, consolidate or merge with or into into, or effect any Asset Sale to, any other Person, or discontinue or eliminate any Material Subsidiary or business segment, provided that: (ba) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the Company is the corporation surviving the such merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; ; (b) any Foreign Subsidiary Borrower may merge with another Person if (i) such Foreign Subsidiary 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 Foreign Subsidiary Borrowers (i) may merge with, and sell assets to, one another and the Company, provided further that if one of the foregoing Persons involved in such merger or sale is a Credit Party, the surviving Person or transferee in any such transaction is a Credit Party, and (ii) may merge with another Person if (x) such Subsidiary is the Person surviving such merger, 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 construed expected to prohibit 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 Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part Asset Sale so long as the value of the assets sold (measured at the book value for such assets) pursuant to all such Asset Sales during any Fiscal Year does not exceed fifteen percent (15%) of the book value of the consolidated total assets of the Company as of the end of the immediately preceding Fiscal Year; provided, however, that in determining the Company’s compliance with the foregoing limitation on Asset Sales in any Fiscal Year, the Company may exclude those proceeds from such Asset Sales that are reinvested in the businesses of the Company and its Consolidated Subsidiaries taken as Subsidiaries, through capital expenditures or Permitted Acquisitions, within 180 days after consummation of the respective Asset Sales; and provided, further, that, if and to the extent, absent such reinvestment, a whole. Notwithstanding the foregoingbreach of this Section 6.03(e) would occur, the Company will shall provide the Administrative Agent, not permit later than the saleexpiration of such 180-day period, directly a report in reasonable detail as to such reinvestment and, to the extent all or indirectly, any portion of the amounts has not actually been so reinvested, the amount not so reinvested shall be included in determining compliance with the limitation for the Fiscal Year during which such Asset Sales occurred; 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 a Borrowing Subsidiary Persons and thereafter becoming Subsidiaries, may merge with such that, after giving effect thereto, Persons or consolidate those Persons’ assets with the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned assets of those Subsidiaries so long as such acquisitions and related transactions are otherwise permitted by the Companythis Agreement.

Consolidations, Mergers and Sales of Assets. The Company Borrower will not (a) not, nor will it permit any Subsidiary to, consolidate or merge with or into any other Personinto, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets of the Company and its Consolidated Subsidiariesto, taken as a whole, to any other Person; provided that , or discontinue or eliminate any business line or segment, provided, however, that, (i) subject at all times to Section 5.20, the Company Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (iA) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which of America or one of its states, (B) the Company desires to merge for the purpose of becoming incorporated in Borrower or such State Subsidiary (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent case may reasonably request to evidence be) is the due authorization, validity and binding effect thereof) corporation surviving such merger and (iiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (ii) any Subsidiaries of the Borrower may (A) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (B) sell assets to each other or to the Borrower and (iii) in connection with acquisitions permitted pursuant to clause (xii) of Section 5.20, the Borrower may cause one or more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and provided further and, provided, further, that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other saleBorrower may consummate Asset Sales so long as, lease or other transfer of assets (including unless otherwise approved in writing by means of dividendsthe Required Banks, share repurchases or recapitalizations) that does not involve all or any substantial part each of the assets following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2, to the extent required thereby, and to the extent not so required, to make optional prepayments of the Company Revolving Loans pursuant to Section 2.8 hereof and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoingfor working capital in Borrower's business, the Company will not permit the salebut for no other purpose, directly and (v) no Default has occurred which is then continuing or indirectly, of the Equity Interests of a Borrowing Subsidiary otherwise would result from such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companysale occurring.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Borrower nor any Co-Borrower shall consolidate with or merge with or into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (bi) liquidate or dissolve or (cx) sell, lease or otherwise transfer all or any substantial part in the case of the Borrower, the corporation formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company and its Consolidated Subsidiaries, taken Borrower substantially as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or an entirety shall be a corporation organized and existing under the laws of a State of the United States into which of America, any State thereof or the Company desires to merge for the purpose District of becoming incorporated in such State (in which case such corporation Columbia and shall assume all of the Company’s obligations under this Agreement expressly assume, by an agreement supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Required Lenders (Banks, the due and punctual payment of the Obligations and the Required Lenders performance of every covenant of this Agreement on the part of the Borrower to be performed or observed and (y) in the case of a Co-Borrower, the corporation formed by such consolidation or into which such Co-Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of such Co-Borrower substantially as an entirety shall not unreasonably withhold their consent be (1) a Wholly-Owned Subsidiary of the Borrower that can and does become a Co-Borrower hereunder in accordance with the terms of this Agreement or (2) another Person acceptable to the form of such agreement) Required Banks and that shall deliver expressly assume, by an agreement supplemental hereto, executed and delivered to the Administrative Agent Agent, in form satisfactory to the Required Banks, the due and punctual payment of the Obligations and the Lenders performance of every covenant of this Agreement on the part of such legal opinions and other documents as the Administrative Agent may reasonably request Co-Borrower to evidence the due authorization, validity and binding effect thereof) and be performed or observed; (ii) immediately after giving effect to such mergertransaction, no Default shall have occurred happened and be continuing; and (iii) the Borrower has delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transferor lease and supplemental agreement comply with this Section 5.7 and that all conditions precedent herein provided further that for relating to such transaction have been complied with. (b) Upon any consolidation by the foregoing shall not be construed to prohibit any Minority Interest Disposition Borrower or any other sale, lease Co-Borrower with or other transfer of assets (including merger by means of dividends, share repurchases or recapitalizations) that does not involve all the Borrower or any substantial part Co-Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company and its Consolidated Subsidiaries taken Borrower or any Co-Borrower substantially as a whole. Notwithstanding the foregoingan entirety in accordance with this Section 5.7, the Company will not permit successor corporation formed by such consolidation or into which the saleBorrower or such Co-Borrower, directly as the case may be, is merged or indirectlyto which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower or such Co-Borrower, as the case may be, under this Agreement with the same effect as if such successor corporation had been named as the Borrower or Co-Borrower, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Agreement. (c) Neither the Borrower nor any Co-Borrower shall transfer any Principal Property to any one or more Subsidiaries of the Equity Interests of Borrower (other than a Borrowing Subsidiary such thatCo-Borrower), after giving effect thereto, the Borrowing Subsidiary will cease to be, directly whether now existing or indirectly, wholly-owned by the Companyhereafter acquired.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither Principal Obligor will (i) consolidate or merge with or into any other Person, (b) liquidate or dissolve Person or (cii) sell, lease or otherwise transfer all or substantially all of its assets to any substantial part other Person, unless (A) such Principal Obligor or one of its Subsidiaries is the surviving corporation; (B) the Person (if other than such Principal Obligor) formed by such consolidation or into which such Principal Obligor is merged, or the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of such Principal Obligor (any such Person, the Company "Successor"), shall be organized and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized existing under the laws of (x) in the case of a State Successor to the Borrower, Luxembourg or (y) in the case of a Successor to the Guarantor, Bermuda or of the United States into which States, any state thereof or the Company desires District of Columbia and shall expressly assume, in a writing executed and delivered to merge the Agent for the purpose of becoming incorporated in such State (in which case such corporation shall assume all delivery to each of the Company’s Banks, in form reasonably satisfactory to the Agent, the due and punctual payment of the principal of and interest on the Promissory Notes and the performance of the other obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to Promissory Notes on the form part of such agreement) and shall deliver Principal Obligor to the Administrative Agent and the Lenders be performed or observed, as fully as if such legal opinions and other documents Successor were originally named as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and such Principal Obligor in this Agreement; (iiC) immediately after giving effect to such mergertransaction, no Default shall have occurred and be continuing; and (D) such Principal Obligor has delivered to the Agent a certificate on behalf of such Principal Obligor signed by one of its Responsible Officers and an opinion of counsel, each stating that all conditions provided further that the in this Section 5.11 relating to such transaction have been satisfied. The foregoing provisions of this Section 5.11 shall not restrict the merger or consolidation of any Subsidiary with and into a Principal Obligor. Upon the satisfaction (or waiver in accordance with Section 9.05) of the conditions set forth in this Section 5.11, a Successor to the Borrower shall succeed, and may exercise every right and power of, the Borrower under this Agreement and the Promissory Notes with the same effect as if such Successor had been originally named as the Borrower herein and in the Promissory Notes, and the Borrower shall be construed to prohibit relieved of its obligations under this Agreement and the Promissory Notes. (b) The Guarantor will not, and will not permit any Minority Interest Disposition or any other saleSubsidiary to, sell, lease or otherwise transfer, in any transaction or series of related transactions, to any Person (other transfer than the Guarantor or a Subsidiary) any Property (including, without limitation, the stock of assets any Subsidiary) having a net book value in excess of 15% of Consolidated Assets determined as of the end of the fiscal quarter of the Guarantor most recently ended at the time of such sale or other transaction, or Property (including by means without limitation, stock of dividends, share repurchases or recapitalizationsa Subsidiary) that does not involve all or any substantial part which contributed in excess of 15% of Consolidated EBIT for the fiscal year of the assets Guarantor most recently ended at the time of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly such sale or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companyother transaction.

Consolidations, Mergers and Sales of Assets. (a) The Company Borrower will not (ai) consolidate or merge with or into any other Person, (b) liquidate or dissolve Person or (cii) sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part of the assets of the Company Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company Borrower may merge with another Person if (i1) either (x) the Borrower is the corporation surviving such merger or (y) the merger Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or to which properties and assets of the Company or Borrower are transferred shall be a corporation organized and existing under the laws of a State of the United States into which or any State thereof or the Company desires to merge for the purpose District of becoming incorporated in such State Columbia and shall expressly assume (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement instrument satisfactory in form to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders Banks, 39 45 accompanied by such legal opinions and other documents with respect thereto as the Administrative Agent Required Banks may reasonably request to evidence request) the due authorizationand punctual payment of the principal of and interest on the Loans and of all other amounts payable by the Borrower hereunder, validity and binding effect thereof) the due and punctual performance and observance of all the terms, covenants, agreements and conditions of this Agreement to be performed or observed by the Borrower to the same extent as if such surviving or acquiring corporation had been the original issuer of the Notes and (ii2) immediately after giving effect to such mergertransaction, no Default shall have occurred and be continuing; and . (b) Neither the Borrower nor any Subsidiary will sell or otherwise transfer any accounts receivable or other rights to receive income, except pursuant to one or more accounts receivable purchase facilities provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that aggregate unreimbursed purchase price under all such facilities does not involve all or at any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companytime exceed $100,000,000.

Consolidations, Mergers and Sales of Assets. The Company will not (a) The Borrower will not, nor will it permit any of its Subsidiaries to, consolidate or merge with or into any other Personinto, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets of the Company and its Consolidated Subsidiariesto, taken as a whole, to any other Person; , or discontinue or eliminate any Operating Subsidiary or business segment, provided that (a) the Company Borrower may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation such -------- Person was organized under the laws of a State of the United States into which of America or one of its states, (ii) the Company desires to merge for Borrower is the purpose of becoming incorporated in corporation surviving such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) merger and (iiiii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; , (b) Subsidiaries may merge with, and provided further sell assets to, one another and the Borrower, except that no Subsidiary of the foregoing Borrower, other than a member of the GPS Group, shall merge with or sell assets to a member of the GPS Group, (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 (ii) such elimination or discontinuance will not be construed to prohibit any Minority Interest Disposition jeopardize the Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan Documents, (d) so long as no Default shall be in existence either immediately prior to or following any asset disposition, the Borrower and its respective Subsidiaries may sell or otherwise dispose of (x) any Equipment Lease Agreements and (y) any other saleassets in an aggregate amount of up to $10,000,000 in fair market value during each consecutive 12 month period, lease or other transfer (e) during the existence of assets (including by means of dividends, share repurchases or recapitalizations) that a Default which does not involve all constitute an Event of Default, the Borrower may continue to enter into Equipment Lease Agreements on the same terms on which such sales customarily were consummated prior to such Default, (f) Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiaries, or any substantial part (2) acquiring the assets or stock (or in the case of a limited liability company, the members' equivalent equity interests) of Persons and thereafter becoming Subsidiaries, may merge with such Persons or consolidate those Persons' assets with the assets of those Subsidiaries and (g) GPS may effect an LLC Conversion as set forth in Section 6.09(b). (b) GPS will not effect an LLC Conversion except upon compliance with and satisfaction of the Company following requirements and conditions: (1) GPS will give the Administrative Agent not less than 30 days' prior written notice of its Consolidated Subsidiaries taken as intent to effect an LLC Conversion, such notice to include the earliest date of the LLC Conversion and a whole. Notwithstanding description in reasonable detail of the foregoingtransactions that will be consummated in order to effect the LLC Conversion; (2) GPS will submit to the Administrative Agent not less than 15 days prior to the LLC Conversion Date the proposed forms of transaction documents (e.g., merger agreement, asset contribution or transfer agreements, assignments, and assumption agreements) to be used by GPS to effect the LLC Conversion (collectively, the Company "LLC Conversion Documents"); (3) There will not permit be executed and delivered to the saleAdministrative Agent, directly at or indirectlybefore the LLC Conversion the following documents, all in form and substance satisfactory to the Required Lenders: (A) a tax sharing agreement between Newco and the Borrower (or other entity with whom Newco's tax returns may be consolidated for federal and state income tax purposes); (B) a certificate, dated as of the Equity Interests LLC Conversion Date, signed on behalf of each of GPS and Newco by a Borrowing Subsidiary principal financial officer of each of GPS and Newco, to the effect that (i) no Default or Event of Default has occurred and is continuing on such thatdate, after giving effect theretoand (ii) the representations and warranties contained in Article IV are true on and as of such date; (C) a certified copy of the LLC Conversion Documents as the same are being executed and delivered in connection with the LLC Conversion; and (D) all documents which the Administrative Agent or any Lender may reasonably request relating to the existence of Newco, the Borrowing Subsidiary will cease authority for and the validity of the LLC Conversion Documents and the documents to be, directly or indirectly, wholly-owned by the Company.be delivered pursuant to this Section 6.09(b)

Consolidations, Mergers and Sales of Assets. The Company will not (a) Borrower will not, and will not permit any other Credit Party to, directly or indirectly consolidate or merge with or into any other PersonPerson other than (i) mergers of any Restricted Subsidiary with and into Borrower or another Restricted Subsidiary, (ii) mergers of any Restricted Subsidiaries with and into Borrower (with Borrower as the surviving entity of such merger) and (iii) mergers or consolidations with or into any Person so long as Borrower or a wholly-owned Restricted Subsidiary or a Person who becomes a wholly-owned Restricted Subsidiary is the surviving entity; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.8. Any Restricted Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders. (b) liquidate or dissolve or (c) sellBorrower will not, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleany other Credit Party to, directly or indirectly, consummate any Asset Dispositions other than, so long as no Default or Event of Default then exists or would result from any such disposition (i) dispositions of Excluded Property, (ii) dispositions of property (other than Oil and Gas Properties) for cash and fair value and (iii) dispositions of any Oil and Gas Property or any interest therein if (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (as reasonably determined by Borrower), and (B) if such Oil and Gas Properties were included in the determination of the Equity Interests Borrowing Base then in effect the prepayment, if any, required under Section 2.3(b) shall have been made. For purposes of a Borrowing Subsidiary such thatthis Section 5.7(b) and Section 2.3(b), after giving effect thereto, Casualty Proceeds in respect of Oil and Gas Properties included in the most recent determination of the Borrowing Subsidiary Base and with respect to which a determination is made that such proceeds will cease not be applied to be, directly repair or indirectly, wholly-owned by replacement thereof will be considered an Asset Disposition under clause (iii)(B) with the Companyamount of such proceeds being aggregated with other Asset Dispositions for purposes of clause (iii)(B) of this Section 5.7(b) and Section 2.3(b).

Consolidations, Mergers and Sales of Assets. The Company Borrower will not, and will not permit any Subsidiary to, directly or indirectly (ai) consolidate or merge with or into any other Person, other than (bA) liquidate a merger or dissolve consolidation of any Subsidiary of Borrower with or into Borrower (provided that Borrower shall be the continuing or surviving entity) or with or into any other Subsidiary of Borrower or (cB) mergers consummated to effect the consummation of a Permitted Acquisition, or (ii) sell, lease lease, license or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saletransfer, directly or indirectly, any of its or their assets, other than (a) sales of Inventory in the ordinary course of their respective businesses, (b) sales or discounts of account receivables in the ordinary course of business but only in connection with the collection or compromise thereof, (c) dispositions of Cash Equivalents and (d) dispositions of other assets for cash and fair value if all of the Equity Interests following conditions are met: (A) subject to Section 2.8(c) hereof, the Net Cash Proceeds of the assets sold or otherwise disposed of are invested in replacement or other assets used or useful in the business of Borrower and its Subsidiaries or are otherwise applied as required by Section 2.8(c); (B) Borrower’s board of directors (or comparable body) determines, in connection with the any Asset Disposition involving a Borrowing significant portion of Borrower’s property (either on one single transaction or in a series of transactions), in good faith, that such sale or other disposition is in the best interests of Borrower or such Subsidiary and will not impair the ongoing viability of or change the essential character of such that, Person’s business as conducted immediately prior to such sale; (C) after giving effect theretoto the Asset Disposition and the repayment of Debt with the proceeds thereof, Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI recomputed for the most recently ended quarter for which information is available and is in compliance with all other terms and conditions of this Agreement; and (D) no Default or Event of Default then exists or would result from such Asset Disposition. Upon the sale of an asset permitted by this Section 5.7, Agent shall, to the extent applicable and at the sole cost and expense of Borrower, deliver to the Credit Parties, upon any such Credit Party’s request such documentation as is reasonably necessary to evidence the release of the Liens of Agent , if any, on such assets, including, without limitation amendments or terminations of UCC financing statements, the Borrowing Subsidiary will cease to bereturn of stock certificates, directly or indirectlyif any and, wholly-owned by if applicable, the Companyrelease of such Credit Party from its obligations under the Financing Documents.

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate Consolidate with or merge with or into any other Person, (b) liquidate Person or dissolve or (c) sell, lease or otherwise transfer all or any substantial part substantially all of the assets of the Company and its Consolidated Subsidiaries, Subsidiaries taken as a whole, whole (other than Margin Stock) to any other Person; provided that Person or permit any Significant Subsidiary or Borrowing Subsidiary to consolidate with, merge into or sell, lease or otherwise transfer all or substantially all of its assets to any Person other than the Company or a Wholly-Owned Consolidated Subsidiary except: (i) the Company may merge or consolidate with another Person if any other entity so long as the Company is the surviving entity in such transaction and immediately after consummation of such transaction no event has occurred and is continuing which constitutes a Default or Event of Default; (iii) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States may merge into which the Company desires to merge any other entity solely for the purpose of becoming incorporated redomiciling so long as (X) the surviving entity in such State (in which case such corporation shall assume transaction expressly assumes all of the Company’s obligations of the Company under this Agreement, under its Notes and under the Fee Letters or other agreements referred to in Section 2.07(c), (Y) the surviving entity provides to the Agent and the Banks all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Agent and each of the Banks and (Z) immediately after consummation of such transaction no Default or Event of Default has occurred and is continuing; (iii) any Borrowing Subsidiary may merge or consolidate with any other entity so long as (A) the Borrowing Subsidiary is the surviving entity in such transaction or (B) the surviving entity (1) expressly assumes all of the obligations of the Borrowing Subsidiary under this Agreement and under the Notes and itself becomes a Borrowing Subsidiary hereunder and (2) provides to the Agent and the Banks all documentation and other information required by an agreement regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, ​ ​ ​ including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and each of the Lenders such legal opinions Banks, and other documents as in either case of the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereofforegoing clauses (A) and (ii) B), immediately after giving effect to consummation of such merger, transaction no Default shall have or Event of Default has occurred and be is continuing; and provided further that the foregoing shall not be construed to prohibit and (iv) any Minority Interest Disposition Significant Subsidiary may consolidate or any other salemerge with or sell, lease or other otherwise transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or substantially all of its assets to any substantial part other Person so long as immediately after consummation of the assets such transaction no event has occurred and is continuing which constitutes a Default or Event of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the CompanyDefault.

Consolidations, Mergers and Sales of Assets. The Company Borrower will not, and will not permit any Subsidiary of the Borrower to, (ai) consolidate or merge with or into any other Person or enter into a partnership or joint venture with another Person, (b) liquidate provided that the Borrower or dissolve any of its Subsidiaries may acquire interests in other partnerships or joint ventures to the extent permitted by Section 8.9, or (cii) sell, lease lease, assign or otherwise transfer all or any substantial part of its assets except (a) sales of inventory in the ordinary course of business and customer receivable sales pursuant to the GE Credit Program Documents or any similar program entered into in accordance with Section 8.18; (b) sales or transfers (not permitted by any other provision of this Section) of any assets of the Borrower to any Person, provided that (1) if the sale price thereof is equal to or greater than $5,000,000 then such sale price shall not be less than the fair market value of each such asset at the time of sale thereof as determined in good faith by the Board of Directors of the Borrower, (2) prior to or concurrently with each such sale which requires that the sale price therefor be not less than the fair market value of such asset, the Borrower shall deliver evidence to the Administrative Agent satisfactory to it of the fair market value at the time of sale of the asset being sold as determined by the Board of Directors of the Borrower, (3) not less than 50% of the sale price for each such asset shall be payable in cash on the date of such sale, (4) the non-cash portion of the sale price therefor, if any, shall be evidenced by one or more promissory notes which shall be pledged to the Collateral Agent as provided in Section 8.9(iii), (5) no such sale shall be permitted unless (x) the asset so sold shall be listed on Schedule 8.11 or shall be sold pursuant to a Permitted Pad Sale or (y) the sale price of the asset so sold, together with the sale price of all assets (excluding assets described in subclause (x) immediately above or subclause (z) immediately below) previously sold under this clause (b) in the same fiscal year of the Borrower in which such asset is being sold, shall not exceed $5,000,000 or (z) such sale is the sale of the Borrower's ownership interest in Somerville (or, the sale by Somerville or the Borrower of all or any part of the assets used in the business conducted by Somerville) and (6) if such sale is to an Affiliate it is made in compliance with Section 8.15; (c) the replacement in the ordinary course of business of rolling stock and equipment of the Company Borrower and its Consolidated Subsidiaries; (d) the sale or other disposition, taken as a wholesubject to the Lien of the Collateral Agent, by the Borrower to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or of its Subsidiaries which has executed a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated guaranty substantially in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) the Subsidiary Guarantee in the ordinary course of business of machinery and shall deliver equipment of the Borrower no longer necessary for the proper conduct of the Borrower's business having a value together with the value of all other property of the Borrower so sold or disposed of in the same fiscal year of the Borrower of not greater than $5,000,000 and the sale or other disposition, subject to the Administrative Agent Lien of the Collateral Agent, by the Subsidiaries of the Borrower to the Borrower in the ordinary course of business of machinery and equipment of such Subsidiaries no longer necessary for the Lenders proper conduct of such legal opinions Subsidiaries' respective businesses having a value together with the value of all other property of such Subsidiaries so sold or disposed of in the same fiscal year of the Borrower of not greater than $5,000,000; (e) the lease by the Borrower, as lessor, of those stores and real estate described in Schedule 8.11 hereto and other documents as real property of the Administrative Agent may reasonably request to evidence Borrower not necessary for the due authorizationoperations of the Borrower or any of its Subsidiaries, validity in each instance under this clause (e) having a fair market value of not greater than $5,000,000 individually, or $40,000,000 in the aggregate at any one time for all real property leased under this clause (e), provided that such leases shall be entered into with a Person who is not an Affiliate of the Borrower on an arms-length basis for fair consideration and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing leases shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer capital leases; (f) sales of assets pursuant to sale/lease-back transactions permitted under Section 8.21; and (including by means g) the merger of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part wholly owned Subsidiary of the assets Borrower into the Borrower or the consolidation of any wholly owned Subsidiary of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding Borrower with the foregoing, Borrower in which the Company will not permit Borrower shall be the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.surviving

Consolidations, Mergers and Sales of Assets. The Company will not (a) not, nor will it permit any Significant Subsidiary to, merge or consolidate or merge with or into any other Person, except (bi) liquidate any Significant Subsidiary may merge or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of consolidate with the Company and its Consolidated Subsidiariesif the Company is the corporation surviving such merger, taken as a whole, to (ii) any Significant Subsidiary may merge or consolidate with any other Person; Subsidiary, provided that the Company's aggregate direct and indirect ownership interest in the survivor thereof shall not be less than the greater of the Company's direct and indirect ownership interest in such Subsidiaries prior to such merger, and (iii) the Company or any Significant Subsidiary may merge or consolidate with another any other Person if (ia) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which of America or one of its States and (b) the Company desires or such Significant Subsidiary is the corporation surviving such merger; provided that, in each case, after giving effect thereto, no Default or Event of Default will be in existence. The Company will not sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Significant Subsidiaries to merge sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, except for the purpose sales, leases, transfers, assignments, and other dispositions of becoming incorporated in such State (in which case such corporation shall assume all or substantially all of the Company’s obligations under this Agreement by an agreement satisfactory 's or any such Significant Subsidiary's assets to the Required Lenders (and Company or any other Subsidiary of the Required Lenders shall not unreasonably withhold their consent to the form Company, provided in each case that no Default or Event of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; continuing after giving effect thereto and provided further that (i) in no case will the foregoing shall merger of PWEC into the Company with the Company surviving be governed or prohibited by this paragraph 6B, and (ii) this paragraph 6B will not be construed to govern or prohibit any Minority Interest Disposition pledges or any other salethe grant of security interests, lease mortgages or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or Liens on any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companyassets.

Consolidations, Mergers and Sales of Assets. The Company Borrower will not (a) not, nor will it permit any Subsidiary to, consolidate or merge with or into any other Personinto, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets of the Company and its Consolidated Subsidiariesto, taken as a whole, to any other Person; provided that , or discontinue or eliminate any business line or segment, PROVIDED, HOWEVER, that, (i) subject at all times to Section 5.20, the Company Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (iA) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which of America or one of its states, (B) the Company desires to merge for the purpose of becoming incorporated in Borrower or such State Subsidiary (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent case may reasonably request to evidence be) is the due authorization, validity and binding effect thereof) corporation surviving such merger and (iiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (ii) any Subsidiaries of the Borrower may (A) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (B) sell assets to each other or to the Borrower and (iii) in connection with acquisitions permitted pursuant to clause (xii) of Section 5.20, the Borrower may cause one or more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and provided further and, PROVIDED, FURTHER, that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other saleBorrower may consummate Asset Sales so long as, lease or other transfer of assets (including unless otherwise approved in writing by means of dividendsthe Required Banks, share repurchases or recapitalizations) that does not involve all or any substantial part each of the assets following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2, to the extent required thereby, and to the extent not so required, to make optional prepayments of the Company Revolving Loans pursuant to Section 2.8 hereof and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoingfor working capital in Borrower's business, the Company will not permit the salebut for no other purpose, directly and (v) no Default has occurred which is then continuing or indirectly, of the Equity Interests of a Borrowing Subsidiary otherwise would result from such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companysale occurring.

Consolidations, Mergers and Sales of Assets. The Company Borrower will not not, nor will it permit any Subsidiary to, (a) consolidate dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the sale, transfer, lease or other disposition of property or assets (A) to an unrelated party not in the ordinary course of business (other than Specified Sales), where and to the extent that they are the result of a Recovery Event or (B) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Borrower or any of its Subsidiaries, as appropriate, in its reasonable discretion, so long as the net proceeds therefrom are used to repair or replace damaged property or to purchase or otherwise acquire new assets or property, provided that such -------- purchase or acquisition is committed to within 180 days of receipt of the net proceeds and such purchase or acquisition is consummated within 180 days thereafter; (iii) the sale, lease or transfer of property or assets (A) among the Borrower and its Domestic Subsidiaries, (B) among Foreign Subsidiaries to other Foreign Subsidiaries, (C) from Foreign Subsidiaries to the Borrower or any of its Domestic Subsidiaries and (D) to Foreign Subsidiaries in an aggregate amount not to exceed $25,000,000 (net of the value of assets transferred by Foreign Subsidiaries to the Borrower and its Domestic Subsidiaries); (iv) the sale, conveyance, contribution or other transfer of assets (including without limitation, the granting of any Lien) of the Borrower and its Subsidiaries to Receivables Financiers in connection with Permitted Receivables Financings; (v) any Subsidiary may dissolve or otherwise liquidate provided that the aggregate book value of assets not transferred to the Borrower or any of its other Subsidiaries shall not exceed the limitation imposed under the immediately following clause (vi); and (vi) the sale, lease or transfer of property or assets not to exceed $50,000,000 in the aggregate in any fiscal year. (b) Notwithstanding the provisions in Section 5.10(a), merge with or into any other Person, except that the following shall be permitted: (bi) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part Subsidiary of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company Borrower may merge with another Person if or into the Borrower or any Domestic Subsidiary of the Borrower (idetermined immediately thereafter) if, in connection with any such merger (A) either the corporation surviving the merger Borrower or such Domestic Subsidiary is the Company or a surviving corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (iiB) no Default or Event of Default shall have occurred and be continuing immediately after giving effect to such merger, no Default shall have occurred and be continuingmerger or as a result thereof; and provided further that the foregoing shall not be construed to prohibit and (ii) any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part Subsidiary of the assets of Borrower may merge with another Person in connection with an Acquisition permitted by Section 5.06 if (A) such Subsidiary is the Company surviving corporation and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing(B) following such Acquisition, the Company will not permit the saleBorrower shall retain, directly or indirectly, of a proportionate equity interest in such Subsidiary equal to or greater than the Equity Interests of a Borrowing Subsidiary Borrower's equity interest immediately prior to such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the CompanyAcquisition.

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate Consolidate with or merge with or into any other Person, (b) liquidate Person or dissolve or (c) sell, lease or otherwise transfer all or any substantial part substantially all of the assets of the Company and its Consolidated Subsidiaries, Subsidiaries taken as a whole, whole (other than Margin Stock) to any other Person; provided that Person or permit any Significant Subsidiary or Borrowing Subsidiary to consolidate with, merge into or sell, lease or otherwise transfer all or substantially all of its assets to any Person other than the Company or a Wholly-Owned Consolidated Subsidiary except: (i) the Company may merge or consolidate with another Person if any other entity so long as the Company is the surviving entity in such transaction and immediately after consummation of such transaction no event has occurred and is continuing which constitutes a Default or Event of Default; ​ (iii) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States may merge into which the Company desires to merge any other entity solely for the purpose of becoming incorporated redomiciling so long as (X) the surviving entity in such State (in which case such corporation shall assume ​ ​ transaction expressly assumes all of the Company’s obligations of the Company under this Agreement, under its Notes and under the Fee Letters or other agreements referred to in Section 2.07(c), (Y) the surviving entity provides to the Agent and the Banks all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Agent and each of the Banks and (Z) immediately after consummation of such transaction no Default or Event of Default has occurred and is continuing; ​ (iii) any Borrowing Subsidiary may merge or consolidate with any other entity so long as (A) (A) the Borrowing Subsidiary is the surviving entity in such transaction or (B) (B) the surviving entity (1) expressly assumes all of the obligations of the Borrowing Subsidiary under this Agreement and under the Notes and itself becomes a Borrowing Subsidiary hereunder and (2) provides to the Agent and the Banks all documentation and other information required by an agreement regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act and, to the extent such surviving entity qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, with results reasonably satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and each of the Lenders such legal opinions Banks, and other documents as in either case of the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereofforegoing clauses (A) and (ii) B), immediately after giving effect to consummation of such merger, transaction no Default shall have or Event of Default has occurred and be is continuing; and provided further that the foregoing shall not be construed to prohibit ​ (iv) any Minority Interest Disposition Significant Subsidiary may consolidate or any other salemerge with or sell, lease or other otherwise transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or substantially all of its assets to any substantial part other Person so long as immediately after consummation of the assets such transaction no event has occurred and is continuing which constitutes a Default or Event of the Company and its Consolidated Subsidiaries taken as a wholeDefault. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.​

Consolidations, Mergers and Sales of Assets. The Company Borrower will not (a) not, nor will it permit any Subsidiary to, consolidate or merge with or into any other Personinto, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets of the Company and its Consolidated Subsidiariesto, taken as a whole, to any other Person; , or discontinue or eliminate any business line or segment, provided that that: (a) Subsidiaries of the Company Borrower may merge with another Person if (i) into the corporation surviving the merger is the Company Borrower or a corporation organized under Wholly-Owned Subsidiary. (b) The foregoing limitation on the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment, and the limitations on the dissolution or liquidation of Subsidiaries in Section 6.8, shall not prohibit, subject to the applicable provisions of Section 2.3, the following: (including i) sales of inventory in the ordinary course of business; (ii) sale or other disposition of Modine Korea, whether by means sale of dividendsCapital Stock or assets, share repurchases and other assets owned by Foreign Subsidiaries related to the Korean-based vehicular HVAC business; (iii) if no Default or recapitalizations) that does not involve all Unmatured Default shall have occurred and be continuing or any substantial part would be caused thereby, the sale of the assets Capital Stock of MCS owned by the Borrower to Modine Holding GmbH in exchange for a promissory note issued by Modine Holding GmbH to the Borrower (and pledged to Collateral Agent under the Collateral Documents) in the approximate amount of the Company and its Consolidated Subsidiaries taken book value of the receivable owed to MCS by Modine Holding GmbH, determined as a whole. Notwithstanding of the foregoing, the Company will not permit date of the sale, directly provided that such promissory note shall have a face amount of not less than €20,000,000 and shall otherwise be reasonably acceptable to the Agent; (iv) if no Default or indirectlyUnmatured Default shall have occurred and be continuing or would be caused thereby, the sale of Modine Austria to Modine Holding GmbH, provided that Modine Holding GmbH is a Wholly-Owned Subsidiary at the time of such sale, for a purchase price based on the fair value of Modine Austria to be determined based on a valuation by Ernst & Young or otherwise determined in a manner acceptable to the Agent, provided that such price shall not be less than €11,000,000 (as adjusted based on any changes to the balance sheet of Modine Austria between March 31, 2009 and closing of the Equity Interests sale), and such purchase price is payable as follows: (x) at least €1,500,000 payable in cash at the closing of the sale, (y) the assignment to the Borrower by Modine Holding GmbH of an existing loan in the amount of €3,500,000 owing by UK Dollar to Modine Holding GmbH, which assignment shall be on terms and conditions satisfactory to the Agent, and (z) the balance of the purchase price will be paid with a Borrowing Subsidiary promissory note with a maturity of not more than three years, interest payable at the rate of one year EURIBOR + 300 bps, payable quarterly and reset annually on each December 1 and otherwise on terms and conditions satisfactory to the Agent and without any restrictions on the payment or prepayment thereof (whether in connection with any agreement governing any Indebtedness of Modine Holding GmbH or any of its Subsidiaries or otherwise); (v) leases, sales or other dispositions of Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (v) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries, provided that, after giving effect theretoto any such lease, sale or other disposition, no Default or Unmatured Default shall have occurred and be continuing; (vi) any transfer of an interest in accounts or notes receivable and related assets permitted under Section 6.17; (vii) any transfer of assets pursuant to an Investment permitted under Section 6.5; (viii) the Borrowing dissolution or liquidation of any Subsidiary will cease if its assets are transferred to bethe Borrower or to a Guarantor that is a Domestic Subsidiary, directly and any other transfer of assets from any Subsidiary to the Borrower or indirectlyto a Guarantor that is a Domestic Subsidiary; or (ix) the dissolution or liquidation of any Subsidiary of Modine Holding GmbH if its assets are transferred to any other Subsidiary of the Borrower, whollyand any other transfer of assets from any Subsidiary of Modine Holding GmbH to the Borrower or any Subsidiary. (c) The foregoing limitation on the discontinuation or elimination of any business line or segment shall not prohibit the liquidation and dissolution of any Subsidiary or the discontinuation or elimination of any business line or segment, provided that (i) the Borrower shall have reasonably determined that such business line or segment being discontinued or eliminated is a non-owned by core business of the CompanyBorrower and its Subsidiaries, (ii) any sale of assets relating to any discontinuation or elimination of any business line or segment or any liquidation or dissolution of any Subsidiary shall be subject to the limitation on the sale, lease or other transfer of assets described in Section 6.9(b) and the prepayment requirements under Section 2.3(b) and the other terms of this Agreement, and (iii) after giving effect to any such liquidation or dissolution or discontinuation or elimination of any business line or segment, no Default or Unmatured Default shall have occurred and be continuing or would be caused thereby.

Consolidations, Mergers and Sales of Assets. The Company will not (a) consolidate No Principal Obligor will consolidate, amalgamate or merge with or into any other Person, (b) liquidate Person or dissolve or (c) sell, lease or otherwise transfer all or substantially all of its assets to any substantial part other Person, unless (i) such Principal Obligor or one of its Subsidiaries is the surviving corporation, or the Person (if other than such Principal Obligor) formed by such consolidation or amalgamation or into which such Principal Obligor is merged or amalgamated, or the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of such Principal Obligor (any such Person, the Company "Successor"), shall be organized and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized existing under the laws of (A) in the case of a State Successor to the Borrower, Luxembourg or the United States, any state thereof or the District of Columbia or (B) in the case of a Successor to the Parent, Bermuda or of the United States into which States, any state thereof or the Company desires District of Columbia and shall expressly assume, in a writing executed and delivered to merge the Paying Agent for the purpose of becoming incorporated in such State (in which case such corporation shall assume all delivery to each of the Company’s Lenders, in form reasonably satisfactory to the Required Lenders, the due and punctual payment of the principal of and interest on the Loans and the performance of the other obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to Notes on the form part of such agreement) and shall deliver Principal Obligor to the Administrative Agent and the Lenders be performed or observed, as fully as if such legal opinions and other documents Successor were originally named as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and such Principal Obligor in this Agreement; and (ii) immediately after giving effect to such mergertransaction, no Default shall have occurred and be continuing; and (iii) such Principal Obligor has delivered to the Paying Agent a certificate on behalf of such Principal Obligor signed by one of its Responsible Officers and an opinion of counsel, each stating that all conditions provided further that in this Section 6.10 relating to such transaction have been satisfied. (b) Neither Section 6.10(a) nor any other provision of any of the foregoing Financing Documents shall not be construed deemed to prohibit any Minority Interest Disposition the reincorporation or any other saledomestication into the United States of the Parent and/or the Borrower, lease whether under Section 388 of the Delaware General Corporation Law, through merger or other consolidation or transfer of assets or in such other manner as may be satisfactory to the Required Lenders, provided that (including by means I) prior to the consummation of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part such transaction the Paying Agent shall have received each of the assets following: (x) evidence in form and substance reasonably satisfactory to the Required Lenders, of its continued existence and continuing liability for its obligations under the Financing Documents or the corporate existence and good standing of the Company successor entity and of its Consolidated Subsidiaries taken as a whole. Notwithstanding power and authorization to assume the foregoing, the Company will not permit the sale, directly or indirectly, obligations of the Equity Interests Parent and/or the Borrower, as the case may be, under the Financing Documents, (y) if requested by the Paying Agent, documentation in form and substance reasonably satisfactory to the Required Lenders, pursuant to which such successor entity assumes and agrees to pay and perform the obligations of a Borrowing Subsidiary the Parent and/or the Borrower, as the case may be, under the Financing Documents, and (z) legal opinions in form and substance reasonably satisfactory to the Required Lenders with respect to the transactions effecting such thatreincorporation, domestication and/or assumption, (II) after giving effect theretoto such reincorporation, domestication and/or assumption, (x) the Parent or its successor entity continues to own and control the Borrower or its successor entity, (y) the Required Lenders are satisfied that such successor entity is of comparable credit quality to the Parent and/or the Borrower, as the case may be, and (z) no Default or Event of Default has occurred and is continuing either before or immediately after the consummation of such reincorporation, domestication and/or assumption. (c) Neither Section 6.10(a) nor any other provision of any of the Financing Documents shall be deemed to prohibit the conversion or merger of the Borrower into a Luxembourg partnership or other legal entity organized under Luxembourg law, provided that each of the conditions and requirements set forth in Section 6.10(b) shall also apply to such conversion or merger. (d) Upon the satisfaction (or waiver in accordance with Section 10.01) of the conditions set forth in this Section 6.10, a Successor (or other successor referred to in Section 6.10(b)) to the Borrower or the Parent shall succeed, and may exercise every right and power of, the Borrowing Subsidiary will cease Borrower or the Parent under this Agreement and the Notes and the other Financing Documents with the same effect as if such Successor (or other successor referred to in Section 6.10(b)) had been originally named as the Borrower or the Parent herein and in the Notes and any other Financing Documents, and the Borrower or the Parent, as the case may be, directly or indirectly, wholly-owned by shall be relieved of and released from its obligations under this Agreement and the CompanyNotes and the other Financing Documents.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Borrower will not, and will not permit any other Credit Party to, directly or indirectly consolidate or merge with or into any other PersonPerson other than (i) mergers of any Restricted Subsidiary with and into Borrower or another Restricted Subsidiary, (ii) mergers of any Restricted Subsidiaries with and into Borrower (with Borrower as the surviving entity of such merger) and (iii) mergers or consolidations with or into any Person so long as Borrower or a wholly-owned Restricted Subsidiary is the surviving entity; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.8. Any Restricted Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders. (b) liquidate or dissolve or (c) sellBorrower will not, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleany other Credit Party to, directly or indirectly, consummate any Asset Dispositions other than, so long as no Default or Event of Default then exists or would result from any such disposition (i) dispositions of equipment for cash and fair value that Borrower determines in good faith is no longer used or useful in the business of Borrower and its Restricted Subsidiaries and (ii) dispositions of any Oil and Gas Property or any interest therein if (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (as reasonably determined by Borrower), and (B) if such Oil and Gas Properties were included in the determination of the Equity Interests Borrowing Base then in effect the prepayment, if any, required under Section 2.3(b) shall have been made. For purposes of a Borrowing Subsidiary such thatthis Section 5.7(b) and Section 2.3(b), after giving effect thereto, proceeds of any Casualty Event in respect of Oil and Gas Properties included in the most recent determination of the Borrowing Subsidiary Base and with respect to which a determination is made that such proceeds will cease not be applied to be, directly repair or indirectly, wholly-owned by replacement thereof will be considered an Asset Disposition under clause (ii)(B) with the Companyamount of such proceeds being aggregated with other Asset Dispositions for purposes of clause (ii)(B) of this Section 5.7(b) and Section 2.3(b).

Consolidations, Mergers and Sales of Assets. The Company Lessee will not (a) not, nor will it permit any Subsidiary to, consolidate or merge with or into any other Personinto, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets of the Company and its Consolidated Subsidiariesto, taken as a whole, to any other Person; provided that , or discontinue or eliminate any business line or segment, provided, however, that, (i) subject at all times to Section 5.19, the Company Lessee or any Subsidiary may merge with another Person (which is not the Lessee or such Subsidiary) if (iA) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which of America or one of its states, (B) the Company desires to merge for the purpose of becoming incorporated in Lessee or such State Subsidiary (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent case may reasonably request to evidence be) is the due authorization, validity and binding effect thereof) corporation surviving such merger and (iiC) immediately after giving effect to such merger, no Lease Default shall have occurred and be continuing, (ii) any Subsidiaries of the Lessee may (A) merge or consolidate with each other or with the Lessee (so long as the Lessee is the corporation surviving such merger), or (B) sell assets to each other or to the Lessee and (iii) in connection with acquisitions permitted pursuant to clause (l) of Section 5.19, the Lessee may cause one or more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and provided further and, provided, further, that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other saleLessee may consummate Asset Sales so long as, lease or other transfer of assets (including unless otherwise approved in writing by means of dividendsthe Required Lenders, share repurchases or recapitalizations) that does not involve all or any substantial part each of the assets following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2 of the Company Credit Agreement, to the extent required thereby, and its Consolidated Subsidiaries taken as a whole. Notwithstanding to the foregoingextent not so required, the Company will not permit the sale, directly or indirectly, to make optional prepayments of the Equity Interests Revolving Loans (as defined in the Credit Agreement) pursuant to Section 2.8 of a Borrowing Subsidiary the Credit Agreement and for working capital in Lessee's business, but for no other purpose and (v) no Lease Default has occurred which is then continuing or otherwise would result from such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companysale occurring.

Consolidations, Mergers and Sales of Assets. The Company will not (a) The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, other than a Subsidiary into a Subsidiary Guarantor or into the Borrower. (b) liquidate The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of its or dissolve their assets, other than: (i) Sales of inventory in the ordinary course of their respective businesses; (ii) Dispositions of Cash or Cash Equivalents; (ciii) sell, lease or otherwise transfer all or any substantial part Dispositions of Real Property; (iv) Dispositions of other assets if (x) each of the Lenders shall have given its prior written consent thereto and (y) the consideration therefor shall consist of cash payable at closing in an amount at least equal to the fair market value of such assets (as determined in good faith by a financial officer of the Company and its Consolidated SubsidiariesBorrower or, taken as if such value exceeds $15,000,000, by the board of directors of the Borrower or a whole, to any other Personduly constituted committee thereof); provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State prior written consent of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold be required for a Disposition of any asset if the aggregate amount of the fair market value of all Dispositions for which consent is not provided during any fiscal year of the Borrower is less than $1,000,000 and the Borrower delivers to each of the Lenders prompt written notice of each such Disposition; (v) operating leases at market rentals of residential and commercial space held by the Borrower or any of its Subsidiaries in connection with their consent real estate investment and development activities, but only to the form extent that such leases are entered into in the ordinary course of such agreement) and shall deliver their respective businesses, consistent with past practices as in effect prior to the Administrative Agent and Effective Date; (vi) operating leases at market rentals of portions of office space not then utilized by the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition Borrower or any other saleof its Subsidiaries in the Borrower’s headquarters office building in Framingham, lease or other transfer Massachusetts; and (vii) Dispositions of assets (including Equipment permitted by means of dividends, share repurchases or recapitalizationsSection 5(g)(i) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the CompanySecurity Agreement.

Consolidations, Mergers and Sales of Assets. The ------------------------------------------- Company will not (a) consolidate with or merge with into, or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, provided that: (i) Subsidiaries of the Company may merge or consolidate with the -------- Company and with other Subsidiaries of the Company; (ii) a Subsidiary may sell, transfer or dispose of its assets to the Company or another Subsidiary of the Company; (iii) the Company and its Consolidated Subsidiaries, taken as a whole, to any other PersonSubsidiaries may sell inventory in the ordinary course of business; provided that (iv) the Company may merge with another Person if sell its accounts receivable on a non-recourse basis in an aggregate amount not to exceed $100,000,000 at any time; (iv) the corporation surviving the merger is the Company and its Subsidiaries may, during any Fiscal Year, sell, transfer or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer otherwise dispose of assets (including by means excluding the capital stock of dividends, share repurchases or recapitalizationsany Subsidiary) that does having an aggregate book value in an amount not involve all or any substantial part to exceed 10% of the total book value of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding ; (vi) the foregoingCompany or any Subsidiary may merge or consolidate with any other corporation, provided that (A) the Company or such Subsidiary shall be the continuing or surviving corporation or the surviving corporation becomes thereby a wholly-owned Subsidiary and (B) if instead of the Company or such Subsidiary merging or consolidating with such corporation, the Company will not permit the sale, directly or indirectly, were to acquire all of the Equity Interests issued and outstanding capital stock of such corporation, such acquisition would be permitted under Section 8.25; (vii) the Company and its Subsidiaries may, during any Fiscal Year, enter into sale and leaseback transactions covering fixed or capital property which collectively cover property having an aggregate fair market value, as determined for each item of property at the time such property became the subject of such a Borrowing Subsidiary transaction, not in excess of 10% of the total book value of the assets of the Company and its Subsidiaries taken as a whole; (viii) the Company may re-incorporate as a Delaware corporation so long as the re-incorporation does not result in or effect any change in the ownership of the Company; and (ix) so long as all Merger Conditions are satisfied, the Company may merge with or consolidate into any Non-Hostile Successor, with such thatNon-Hostile Successor being the surviving corporation; and in each case identified in the immediately preceding clauses (i) through and including (ix), immediately prior to such merger or consolidation and immediately after such merger or consolidation and after giving effect thereto, the Borrowing Subsidiary will cease to be, directly no Default or indirectly, wholly-owned by the CompanyEvent of Default is or would be in existence.

Consolidations, Mergers and Sales of Assets. The Company will not (a) No Loan Party or any of its Subsidiaries will merge or consolidate or merge with or into any other Person; provided that, notwithstanding Section 5.03, any Subsidiary (other than Corp.) may merge with or into the Borrower or any other Subsidiary of the Borrower (including Corp.); provided, further, that in the event that the Guarantor merges with or consolidates into the Borrower or any of its Subsidiaries in a transaction in which the Guarantor is not the surviving corporation, the surviving corporation will take such action as may be reasonably required in order to preserve and protect the Liens of the Collateral Documents on the Equity Interests of Corp. (b) liquidate or dissolve or (c) The Borrower will not sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part substantially all of the assets of the Company Borrower and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if nothing in this subsection (ib) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit the contribution to any Minority Interest Disposition single New Holding Company by the Borrower of the capital stock of the Guarantor or any other saledirect Subsidiary of the Borrower. No Corp. Company will sell, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleotherwise transfer, directly or indirectly, any of its assets to the Borrower or any of its Subsidiaries, other than to another Corp. Company. (c) The Guarantor will not permit any Corp. Company to consummate any Asset Sale if the aggregate fair market value of the assets disposed of in such disposition, together with the aggregate fair market value of all other assets disposed of in Asset Sales following the Closing Date would exceed 20% of Corp.’s consolidated tangible assets as of September 30, 2009, unless the Net Proceeds for any such Asset Sale in excess of such 20% threshold are (i) applied to permanently retire Debt owing by Corp. or to acquire within 365 days of such Asset Sale assets similar to the assets disposed of in such sale or other productive assets of the general type used in the business of a Corp. Company, (ii) held by Corp. in cash or Permitted Investments, or (iii) applied ratably (based on the percentage of such obligations to the sum of Total Exposure plus outstanding Pari Term Loans at such time), to permanently reduce the Revolver Commitments and repay the Term Loans and the Pari Term Loans, and make any other payments of Debt that may be required concurrently with such reduction and repayment. (d) The Guarantor shall at all times cause 100% of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, Corp. to be pledged pursuant to the Borrowing Subsidiary will cease Collateral Documents to be, directly or indirectly, wholly-owned by secure the CompanyObligations.

Consolidations, Mergers and Sales of Assets. (A) The Company Guarantor will not (a) merge or consolidate or merge with or into any other Personsell, (b) liquidate or dissolve or (c) sellassign, lease or otherwise transfer dispose of (whether in one transaction or in a series of transactions) all or any substantial part substantially all of the its assets of the Company and its Consolidated Subsidiaries, taken as a whole(whether now owned or hereafter acquired), to any other Person; provided that the Company may merge with another Person if unless: (i) the corporation surviving which results from such merger, sale or consolidation or to which such disposition is made is either (A) the merger is the Company Guarantor or (B) a corporation organized under the laws of a State of the United States into or any state thereof or the District of Columbia; (ii) the surviving corporation (if not the Guarantor) or the corporation to which such disposition is made expressly assumes the Company desires Guarantor's obligations hereunder and under the Lease, the Lease Amendment, the Put Agreement and the Lease Assignment pursuant to documentation satisfactory in form and substance to the Beneficiaries; (iii) no Default or Event of Default exists or will result from such merger, sale or consolidation; (iv) no default by the Debtor exists in respect of payment of any amount due under the Notes, whether in respect of principal, interest or premium, if any; and (v) such merger, sale or consolidation will not have a material adverse effect on the financial condition of the Guarantor or such surviving or transferee corporation, as the case may be. (B) No Subsidiary shall merge for the purpose or consolidate with or sell, assign, lease or otherwise dispose of becoming incorporated (whether in such State one transaction or in a series of transactions) all or any part of its assets (in which case such corporation shall assume whether now owned or hereafter acquired) to any Person or acquire all or substantially all of the Company’s obligations under this Agreement by an agreement satisfactory assets or the business of any Person nor shall the Guarantor permit any of its Subsidiaries to do so, except that: (i) any Subsidiary may merge into or transfer assets to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and Guarantor; (ii) immediately after giving effect any Subsidiary may merge into or transfer assets to such merger, no Default shall have occurred and be continuingany other Subsidiary; and provided further that the foregoing shall not be construed to prohibit (iii) any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken Subsidiary may consummate an Acquisition as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companypermitted under Section 6(q).

Consolidations, Mergers and Sales of Assets. The Company will not (a) Neither the Borrower nor any Subsidiary will consolidate or merge with or into any other Person, Person unless (bA) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) Borrower is the corporation surviving such merger or, in the merger case of any Subsidiary consolidating or merging with a Person other than the Borrower, the surviving entity is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorizationSubsidiary, validity and binding effect thereof) and (iiB) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; . (b) Other than sales of inventory and provided further that worn or obsolete equipment in the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer ordinary course of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoingbusiness, the Company Borrower will not, and will not permit the saleany Subsidiary to, sell, lease (as lessor) or otherwise transfer, directly or indirectly, any property, unless the aggregate book value of such property as shown by the accounting books and records of the Equity Interests Borrower, together with the aggregate book value of all other property as shown by the accounting books and records of the Borrower (including the aggregate book value of all property which is sold by the Borrower or any Subsidiary in Sale and Leaseback Transactions less the Capitalized Lease Obligations arising therefrom) sold, leased or otherwise transferred pursuant to this subsection (b) after the Effective Date, does not exceed 20% of total consolidated assets of the Borrower and its Subsidiaries determined as of the most recently-ended Fiscal Quarter from a Borrowing consolidated balance sheet of the Borrower prepared in accordance with generally accepted accounting principles. (c) The Borrower will not, and will not permit any Subsidiary to, sell, transfer or otherwise dispose of the capital stock or other equity interests of its respective Subsidiaries (other than intra-company transfers among Subsidiaries, in the ordinary course of business for tax purposes, provided such thattransactions would not have a Material Adverse Effect) (a “Permitted Disposition”) unless the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such Permitted Disposition an officer’s certificate executed by an authorized officer of the Borrower, which certificate shall (x) certify that no Default or Event of Default shall have occurred and be continuing before and after giving effect thereto, to such Permitted Disposition and (y) demonstrate that at the Borrowing Subsidiary will cease time of such Permitted Disposition the covenants contained in Sections 5.05 and 5.06 would not have been breached on a pro forma basis for the most recent four consecutive Fiscal Quarters ending on or prior to be, directly or indirectly, wholly-owned by the Companydate such Permitted Disposition was consummated as if such Permitted Disposition had occurred on the last day of such period.

Consolidations, Mergers and Sales of Assets. The Company No Borrower will not (ai) consolidate or merge with or into any other Person, except that: (ba) liquidate JHCC may consolidate or dissolve merge with or into (A) JHFS or JHLIC if JHFS or JHLIC, as the case may be, is the surviving corporation or (cB) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person Subsidiary if (i1) JHCC is the surviving corporation or (2) (x) prior thereto, JHFS or JHLIC shall have executed and delivered a Company Assumption Agreement or (y) the corporation surviving the merger Subsidiary that is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such surviving corporation shall assume all of the Company’s obligations of JHCC hereunder and under this the Notes and either (I) JHLIC agrees in writing that such Subsidiary shall have all of the benefits of the Support Agreement and that all of the obligations of such Subsidiary hereunder and under the Notes shall constitute Covered Credit (as defined in Section (5) of the Support Agreement) and that the Agent, each of the Banks and each holder from time to time of any Note issued by an agreement JHCC and assumed by such Subsidiary or issued by such Subsidiary shall constitute a Covered Creditor (as so defined) or (II) JHFS or JHLIC executes a Guarantee Agreement modified in such manner as shall be satisfactory to the Required Lenders (and Banks to reflect the Required Lenders fact that such Subsidiary shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately thereafter be a Borrower hereunder; provided that after giving effect to such mergerthereto, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition and (b) JHFS or JHLIC may consolidate or merge with or into any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of Person so long as such Borrower shall be the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such thatsurviving corporation and, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.no Default shall have occurred and be continuing; or

Consolidations, Mergers and Sales of Assets. The Company will not (a) The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company Borrower or any of its Subsidiaries may merge with another Person if if: (i) the Borrower or a wholly-owned Consolidated Subsidiary is the corporation surviving such merger; (ii) the merger person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged (any such person, the Company or a corporation "Successor"), shall be organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume, in a State writing executed and delivered to the Administrative Agent for delivery to each of the United States into which Banks, in form reasonably satisfactory to the Company desires to merge for Administrative Agent, the purpose of becoming incorporated in such State (in which case such corporation shall assume all due and punctual payment of the Company’s principal of and interest on the Notes and the performance of the other obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent Notes on the part of the Borrower to the form of be performed or observed, as fully as if such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents Successor were originally named as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereofBorrower in this Agreement; (iii) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that and (iv) the foregoing shall not be construed Borrower has delivered to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part the Administrative Agent a certificate on behalf of the assets Borrower signed by a financial officer and an opinion of counsel (which counsel may be an employee of the Company Borrower), each stating that all conditions provided in this Section 5.07 relating to such transaction have been satisfied. (b) The Borrower will not, and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the sale, directly or indirectly, consideration therefor is not less than the fair market value of the Equity Interests related asset (as determined in good faith by the chief executive officer or the chief financial officer of a Borrowing Subsidiary the Borrower as of the date of the sale of such thatasset or of the agreement with respect to the sale of such asset), (ii) the consideration therefor consists solely of cash and (iii) after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by aggregate fair market value of the Companyassets disposed of in all Asset Sales during any Fiscal Year ended after the Closing Date would not exceed $5,000,000.

Consolidations, Mergers and Sales of Assets. The Company will Borrower shall not (ai) consolidate or merge with or into any any, other Person, (b) liquidate Person unless the Borrower is the surviving corporation and immediately after giving effect thereto no Default or dissolve Event of Default shall have occurred and be continuing or (cii) sell, lease or otherwise transfer all or any substantial part substantially all of the its assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided . No Guarantor shall consolidate with, merge with or into or transfer all or substantially of its assets to any Person other than the Borrower or a Wholly-Owned Subsidiary. Neither the Borrower nor any Guarantor shall sell, lease or otherwise transfer assets to any other Person (except, in the case of any Guarantor, to the Borrower or a Wholly-Owned 33 Subsidiary) except for an amount not less than the fair market value thereof and, with respect to any such sale, lease or transfer in excess of $1,000,000, subject to the requirements of Section 2.05(a) hereof, it being understood and agreed, however, that the Company may merge with another Person if provisions of this Section 6.06 shall not apply to or otherwise restrict the sale, lease or other transfer of inventory and services (iincluding without limitation the publication of advertising) by the corporation surviving Borrower or the merger is Guarantors in the Company or a corporation organized under the laws ordinary course of a State business. For purposes of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State foregoing (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further but without implication that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means would not constitute the sale, lease or other transfer of dividends, share repurchases or recapitalizations) that does not involve all or any a substantial part of the assets of the Company and its Consolidated Subsidiaries taken as Borrower or the Guarantors), assets which generated 20%- or more of Operating Cash Flow during any twelve-month period beginning on or after January 1, 1992 shall be deemed to be a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, substantial part of the Equity Interests assets of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly Borrower or indirectly, wholly-owned by the Companyany Guarantor.

Consolidations, Mergers and Sales of Assets. The Company Other than the Mergers, neither TU nor TUC will not (a) consolidate or merge with or into any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if person unless (i) the surviving corporation surviving the merger is the Company or a corporation organized incorporated under the laws of a State of the United States into which of America and assumes or is responsible by operation of law for all the Company desires to merge for the purpose obligations of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents TU or TUC, as the Administrative Agent may reasonably request to evidence the due authorizationapplicable, validity and binding effect thereof) hereunder and (ii) immediately no Default or Event of Default shall have occurred or be continuing at the time of or after giving effect to such consolidation or merger or (b) sell, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. Neither TU nor TUC will permit any Significant Subsidiary to consolidate or merge with or into, or sell, lease or otherwise transfer all or any Substantial part of its assets to, any person other than TU, TUC or a Wholly Owned Subsidiary (or a person which as a result of such transaction becomes a Wholly Owned Subsidiary), provided that in the case of any merger or consolidation involving TU Electric or, on and after the Merger Date, TU or Enserch, such person must assume or be responsible by operation of law for all the obligations of TU Electric, TU or Enserch, as applicable, hereunder, and neither TU nor TUC will in any event permit any such consolidation, merger, no sale, lease or transfer if any Default or Event of Default shall have occurred and be continuing; and provided further that continuing at the foregoing shall not be construed time of or after giving effect to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a wholesuch transaction. Notwithstanding the foregoing, (a) none of TU, TUC and their respective Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the Company will not permit the salecase of Enserch, directly or indirectlyby Enserch, and other businesses reasonably related thereto and (b) nothing in this Section shall prohibit any sales of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned assets permitted by the Company.Section 5.10(d)

Consolidations, Mergers and Sales of Assets. The Company will not (a) The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, other than a Subsidiary into a Subsidiary Guarantor or into the Borrower. (b) liquidate The Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of its or dissolve their assets, other than: (i) Sales of inventory in the ordinary course of their respective businesses; (ii) Dispositions of Cash or Cash Equivalents; (ciii) sell, lease or otherwise transfer all or any substantial part Dispositions of Real Property; (iv) Dispositions of other assets if (x) each of the Lenders shall have given its prior written consent thereto and (y) the consideration therefor shall consist of cash payable at closing in an amount at least equal to the fair market value of such assets (as determined in good faith by a financial officer of the Company and its Consolidated SubsidiariesBorrower or, taken as if such value exceeds $15,000,000, by the board of directors of the Borrower or a whole, to any other Personduly constituted committee thereof); provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State prior written consent of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold be required for a Disposition of any asset if the aggregate amount of the fair market value of all Dispositions for which consent is not provided during any fiscal year of the Borrower is less than $1,000,000 and the Borrower delivers to each of the Lenders prompt written notice of each such Disposition; (v) operating leases at market rentals of residential and commercial space held by the Borrower or any of its Subsidiaries in connection with their consent real estate investment and development activities, but only to the form extent that such leases are entered into in the ordinary course of such agreement) and shall deliver their respective businesses, consistent with past practices as in effect prior to the Administrative Agent and Effective Date; (vi) operating leases at market rentals of portions of office space not then utilized by the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition Borrower or any other saleof its Subsidiaries in the Borrower’s headquarters office building in Framingham, lease or other transfer Massachusetts; (vii) Dispositions of assets (including Equipment permitted by means of dividends, share repurchases or recapitalizationsSection 5(g)(i) that does not involve all or any substantial part of the assets Security Agreement; and (viii) Dispositions of any Equipment owned by Cherry Hill at the time of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the CompanyCherry Hill Acquisition.

Consolidations, Mergers and Sales of Assets. The Company Neither ------------------------------------------- Borrower will not (ai) consolidate or merge with or into any other Person, except that: (ba) liquidate JHCC may consolidate or dissolve merge with or into (A) the Company if the Company is the surviving corporation or (cB) sellanother Subsidiary if (1) JHCC is the surviving corporation or (2) (x) prior thereto, lease or otherwise transfer all or any substantial part of the assets of the Company shall have executed and its Consolidated Subsidiaries, taken as delivered a whole, to any other Person; provided that the Company may merge with another Person if Assumption Agreement or (iy) the corporation surviving the merger Subsidiary that is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such surviving corporation shall assume all of the Company’s obligations of JHCC hereunder and under this the Notes and either (I) the Company agrees in writing that such Subsidiary shall have all of the benefits of the Support Agreement and that all of the obligations of such Subsidiary hereunder and under the Notes shall constitute Covered Credit (as defined in Section (5) of the Support Agreement) and that the Agent, each of the Banks and each holder from time to time of any Note issued by an agreement JHCC and assumed by such Subsidiary or issued by such Subsidiary shall constitute a Covered Creditor (as so defined) or (II) the Company executes a Guarantee Agreement modified in such manner as shall be satisfactory to the Required Lenders (and Banks to reflect the Required Lenders fact that such Subsidiary shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately thereafter be a Borrower hereunder; provided that after giving effect to such mergerthereto, no Default shall -------- have occurred and be continuing; and (b) the Company may consolidate or merge with or into any other Person so long as the Company shall be the surviving corporation and, after giving effect thereto, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, of the Equity Interests of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Company.or

Consolidations, Mergers and Sales of Assets. The Company will not (a) Borrower will not, and will not permit any other Credit Party to, directly or indirectly consolidate or merge with or into any other PersonPerson other than (i) mergers of any Restricted Subsidiary with and into Borrower or another Restricted Subsidiary, (ii) mergers of any Restricted Subsidiaries with and into Borrower (with Borrower as the surviving entity of such merger) and (iii) mergers or consolidations with or into any Person so long as Borrower or a wholly-owned Restricted Subsidiary or a Person who becomes a wholly-owned Restricted Subsidiary is the surviving entity; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.8. Any Restricted Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders. (b) liquidate or dissolve or (c) sellBorrower will not, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleany other Credit Party to, directly or indirectly, consummate any Asset Dispositions other than (i) dispositions of Excluded Property, (ii) dispositions of property (other than Oil and Gas Properties) for fair market value so long as any prepayment required under Section 2.3(c) is made in accordance with this Agreement, and (iii) dispositions of any Oil and Gas Property or any interest therein if (A) the Equity Interests consideration received in respect of a Borrowing Subsidiary such thatsale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (as reasonably determined by Borrower), after giving effect theretoand (B) any prepayment required under Section 2.3(c) is made in accordance with this Agreement; provided that if an Event of Default shall exist at the time of such disposition, the Borrowing Subsidiary will cease to beany disposition under clause (iii) shall be for consideration consisting solely of cash plus customary indemnifications, directly or indirectly, wholly-owned by the Companywarranties and purchase and sale covenants.

Consolidations, Mergers and Sales of Assets. The Company No Loan Party will, nor will not (a) it permit any Subsidiary of a Loan Party to, consolidate or merge with or into any other Person, or Dispose of (bwhether in one transaction or a series of transactions) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the its assets (whether now or hereafter acquired) to or in favor of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; , or discontinue or eliminate any business line or segment, provided that (a) pursuant to the Company consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation such Person was organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all America or one of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorizationits states, validity and binding effect thereof) and (ii) the Loan Party is the 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 Person surviving such merger; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another; and provided further that (c) the foregoing limitation on Dispositions shall not prohibit: (A) Permitted Transfers; (B) Dispositions of Revenue Equipment in the ordinary course of business so long as (i) at least 75% of the consideration paid in connection therewith shall be construed cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the Revenue Equipment Disposed of (it being understood and agreed that for purposes of this clause (i), any trade-in allowance afforded Borrower or a Consolidated Subsidiary in connection with any such Disposition of Revenue Equipment shall be deemed cash consideration paid contemporaneously with the consummation of such Disposition, but only to prohibit the extent of the lesser of (A) the actual trade-in value received by the Borrower or Consolidated Subsidiary, or (B) the book value (calculated in accordance with GAAP) of the Revenue Equipment subject to such Disposition), (ii) with respect to any Minority Interest Disposition involving Revenue Equipment which when combined with all other Dispositions involving Revenue Equipment since the date of the previously delivered Borrowing Base Certification Report have a book value of $5,000,000 or any other greater, the Borrower shall deliver a new Borrowing Base Certification Report to the Administrative Agent, and (iii) either (a) the Borrower and its Subsidiaries reinvest the net cash proceeds from each such sale in replacement Revenue Equipment within 360 days of such sale, lease or (b) if the Revenue Equipment sold is Encumbered Eligible Revenue Equipment, then Borrower shall apply such sale proceeds to the repayment of outstanding Revolver Advances, and if the Revenue Equipment sold is subject to a Lien securing Debt permitted under Section 5.30, Borrower shall apply the proceeds to the Debt secured by such Lien; (C) Revenue Equipment Exchanges in the ordinary course of business, so long as (i) the fair market value of the Revenue Equipment being acquired in the exchange is at least equal to the fair market value of the Revenue Equipment being Disposed of in the exchange, (ii) after giving effect to the Revenue Equipment Exchange, the Loan Parties shall be in pro-forma compliance with Sections 2,11(b), 2.11(c), 5.03, 5.04 and 5.07, and (iii) the aggregate amount of proceeds held by one or more Exchange Intermediaries in connection with Revenue Equipment Exchanges shall not at any time exceed $10,000,000.00; and (D) other transfer Dispositions so long as (i) at least 75% of assets the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property Disposed of (including it being understood and agreed that for purposes of this clause (i), any trade-in allowance afforded Borrower or a Consolidated Subsidiary in connection with any such Disposition of Revenue Equipment shall be deemed to be cash consideration paid contemporaneously with the consummation of such Disposition, but only to the extent of the lesser of (A) the actual trade-in value received by means the Borrower or Consolidated Subsidiary, or (B) the book value (calculated in accordance with GAAP) of dividendsthe Revenue Equipment subject to such Disposition), share repurchases or recapitalizations(ii) that such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 5.16, (iv) with respect to any Disposition involving Revenue Equipment which when combined with all other Dispositions involving Revenue Equipment since the date of the previously delivered Borrowing Base Certification Report have a book value of $5,000,000 or any substantial part greater, the Borrower shall deliver a new Borrowing Base Certification Report to the Administrative Agent, and (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any Fiscal Year of the Company Borrower shall not exceed 10% of the consolidated total assets of the Borrower and its Consolidated Subsidiaries taken (as a whole. Notwithstanding the foregoing, the Company will not permit the sale, directly or indirectly, determined in accordance with GAAP) as of the Equity Interests end of a Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or indirectly, wholly-owned by the Companyimmediately preceding Fiscal Year.

Consolidations, Mergers and Sales of Assets. The Company will not (a) Borrower will not, and will not permit any other Credit Party to, directly or indirectly consolidate or merge with or into any other PersonPerson other than (i) mergers of any Restricted Subsidiary with and into Borrower or another Restricted Subsidiary, (ii) mergers of any Restricted Subsidiaries with and into Borrower (with Borrower as the surviving entity of such merger) and (iii) mergers or consolidations with or into any Person so long as Borrower or a wholly-owned Restricted Subsidiary is the surviving entity; provided that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 5.8. Any Restricted Subsidiary may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders. (b) liquidate or dissolve or (c) sellBorrower will not, lease or otherwise transfer all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that the Company may merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and provided further that the foregoing shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets (including by means of dividends, share repurchases or recapitalizations) that does not involve all or any substantial part of the assets of the Company and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, the Company will not permit the saleany other Credit Party to, directly or indirectly, consummate any Asset Dispositions other than, so long as no Default or Event of Default then exists or would result from any such disposition (i) dispositions of equipment for cash and fair value that Borrower determines in good faith is no longer used or useful in the business of Borrower and its Restricted Subsidiaries if during the Overadvance Period, 100% of the Equity Interests Net Cash Proceeds of a Borrowing Subsidiary any such thatdisposition are applied to permanently reduce the Overadvance Amount and (ii) dispositions of any Oil and Gas Property or any interest therein if (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of such Oil and Gas Property or interest therein (as reasonably determined by Borrower), after giving effect thereto, and (B) if such Oil and Gas Properties were included in the determination of the Borrowing Subsidiary Base then in effect the prepayment, if any, required under Section 2.3(b) shall have been made. For purposes of this Section 5.7(b) and Section 2.3(b), proceeds of any Casualty Event in respect of Oil and Gas Properties included in the most recent determination of the Borrowing Base and with respect to which a determination is made that such proceeds will cease not be applied to be, directly repair or indirectly, wholly-owned by replacement thereof will be considered an Asset Disposition under clause (ii)(B) with the Companyamount of such proceeds being aggregated with other Asset Dispositions for purposes of clause (ii)(B) of this Section 5.7(b) and Section 2.3(b).