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

Consolidations, Mergers and Sales of Assets. The Borrower will not (i) consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentage."

Consolidations, Mergers and Sales of Assets. The Borrower will not (i) not, nor will the Borrower permit any Subsidiary to, consolidate or merge with or into any Personinto, (ii) or sell, lease or otherwise transfer all or substantially all any substantial part of its assets to to, any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (xa) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary another Person if (other than a Guarantor or a Subsidiary of a Guarantori) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all Person was organized under the laws of the obligations United States of the Borrower hereunderAmerica or one of its states, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (Aii) the Borrower is the corporation surviving such merger and (Biii) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The ; (b) Subsidiaries of the Borrower will not permit (1) any Guarantor to consolidate or may merge with and into the Borrower, any other Subsidiary, or into any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately if after giving effect thereto such other Person would be a Subsidiary; (c) assets may be transferred from a Subsidiary to the Borrower or another Subsidiary; (d) any Wholly-Owned Subsidiary may dissolve or liquidate so long as the assets of such Subsidiary at the time of such dissolution or liquidation are transferred to such consolidation or merger, none Subsidiary’s shareholder and such shareholder assumes all of the Guaranty Coverage Percentages is less than liabilities of such Subsidiary at the Required Percentage, time of such dissolution or liquidation; (3e) any Guarantor to the Borrower and its Subsidiaries may factor receivables; (f) the Borrower and its Subsidiaries may effect Asset Securitizations; (g) the Borrower and its Subsidiaries may sell, lease transfer or otherwise dispose of assets (regardless of whether such disposition takes the form of a merger or liquidation of a Subsidiary) if the proceeds thereof are reinvested within 180 days thereafter in a Permitted Line of Business owned by the Borrower or such Subsidiary; and (h) the Borrower and its Subsidiaries may sell, transfer all or substantially all otherwise dispose of its additional assets (regardless of whether such disposition takes the form of a merger or liquidation of a Subsidiary) not otherwise permitted pursuant to this Section; provided that the aggregate book value of such assets to any other Personbe sold, or (4) any Subsidiary of any Guarantor to sell, lease transferred or otherwise transfer disposed of, when combined with all other assets sold, transferred or substantially all otherwise disposed of its assets during the applicable Fiscal Quarter and the immediately preceding three Fiscal Quarters (excluding those asset sales otherwise permitted pursuant to another Person unlessthis Section), immediately after giving effect to such sale, lease or other transfer, none do not constitute more than 20% of Consolidated Tangible Assets at the end of the Guaranty Coverage Percentages is less than the Required Percentagefourth Fiscal Quarter immediately preceding such Fiscal Quarter."

Consolidations, Mergers and Sales of Assets. The Borrower will not (i) consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentage."

Consolidations, Mergers and Sales of Assets. The (a) Neither the Company nor any Subsidiary Borrower will not (i) consolidate be a party to any merger or merge with consolidation or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any GuarantorProperty; provided that (x) the Borrower Company may merge or consolidate with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred another corporation and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets Property as an entirety to another corporation if (i) the surviving or acquiring corporation (if other than the Company) (A) is organized under the laws of the United States or a jurisdiction thereof and (B) expressly assumes by writing reasonably satisfactory to the Required Lenders the covenants and obligations in this Agreement, and (ii) immediately after giving effect to such transaction, (x) no condition or event shall exist which constitutes a Default, (y) the Consolidated Tangible Net Worth shall not be less than $1,000,000,000, and (z) in the event that any other PersonRating or any expected Rating (resulting from such merger, consolidation, sale, lease or (4transfer) 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 of any Guarantor to Borrower may merge or consolidate with another corporation and may sell, lease or otherwise transfer all or substantially all of its assets Property as an entirety to another Person unlesscorporation if (i) the surviving or acquiring corporation (if other than another Subsidiary Borrower) (A) is organized under the laws of the 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 clear of any Lien, and (iii) immediately after giving effect to such saletransaction, lease no condition or event shall exist which constitutes a Default and the conditions for a Borrowing other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentagea Refunding Borrowing as set forth in Section 4.02 (whether or not a Borrowing occurs in connection therewith) are satisfied."

Consolidations, Mergers and Sales of Assets. The Borrower Company will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer permit any other Person to merge into or otherwise dispose of its interest in any Guarantorconsolidate with it; provided that that, in each case subject to compliance with Section 6.16, (i) the Company may merge with another Person, if (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower Company is the corporation entity surviving such merger and (By) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (ii) any Subsidiary may merge with another Person, if (x) such Subsidiary is the entity surviving such merger and (y) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (iii) Wholly-Owned Subsidiaries of the Company may merge with one another provided that if one of such Subsidiaries is a Designated Subsidiary Account Party and the other is not, then the Designated Subsidiary Account Party must be the surviving entity of such merger and (iv) a Subsidiary (other than a Designated Subsidiary Account Party) of the Company may merge or consolidate with any other Person if immediately after giving effect to such merger no Default or Event of Default shall have occurred and be continuing. The Borrower In addition, the Company will not not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (1each, a "Disposition"), except (a) such dispositions by the Company or any Guarantor of its Subsidiaries of any of their respective properties or assets to consolidate the Company or merge with or into any other Person unless Wholly-Owned Subsidiary of the Guarantor is the surviving entityCompany, (2b) subject to Section 5.05, the dissolution or winding up of any Subsidiary other than a Designated Subsidiary Account Party, (c) Dispositions of used, worn out, obsolete or surplus property of the Company or any Subsidiary in the ordinary course of business; (d) licenses (as licensor) of intellectual property so long as such licenses do not materially interfere with the business of the Company or any of its Subsidiaries; (e) Dispositions of cash, cash equivalents and investment securities (including pursuant to any securities lending arrangements permitted by clause (u) of Section 6.03), (f) releases, surrenders or waivers of contracts, torts or other claims of any Guarantor to consolidate kind as a result of the settlement of any litigation or merge threatened litigation; (g) the granting or existence of Liens permitted under this Agreement; (h) leases or subleases of real property so long as such leases or subleases do not materially interfere with the business of the Company or into any of its Subsidiaries, (i) Dividends permitted under Section 6.08, (j) ceding of insurance or reinsurance in the ordinary course of business and (k) other Person unless, Dispositions of assets with a fair market value (as reasonably determined by the board of directors or senior management of the Company) which in the aggregate do not exceed 10% of the lesser of the book or fair market value of the property and assets of the Company determined on a consolidated basis as of the last day of the previous fiscal year of the Company; provided that immediately after giving effect (including pro forma effect) to such consolidation or mergerany Disposition made pursuant to this clause (k), none no Event of Default shall have occurred and be continuing and (l) Dispositions of investments made pursuant to Section 6.16(g); provided that, for the avoidance of doubt, Dispositions of Collateral shall only be made to the extent permitted under Section 4.04 of the Guaranty Coverage Percentages is less than the Required Percentage, (3Security Agreement and this Section 6.02(l) any Guarantor to sell, lease shall not serve as a waiver or otherwise transfer all or substantially all of its assets to any other Person, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none modification of the Guaranty Coverage Percentages is less than the Required Percentagerequirements under Section 2.10(b)."

Consolidations, Mergers and Sales of Assets. The Borrower will shall not (i) consolidate or merge with or into any Personany, other Person unless the Borrower is the surviving corporation and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person. No Guarantor shall consolidate with, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into or transfer all or substantially of its assets to any Person other Person unless than the Guarantor is Borrower or a Wholly-Owned Subsidiary. Neither the surviving entity, (2) any Subsidiary of Borrower nor any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to shall sell, lease or otherwise transfer all or substantially all of its assets to any other PersonPerson (except, or (4) any Subsidiary in the case of any Guarantor Guarantor, to sellthe Borrower or a Wholly-Owned 33 Subsidiary) except for an amount not less than the fair market value thereof and, lease or otherwise transfer all or substantially all of its assets with respect to another Person unless, immediately after giving effect 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 provisions of this Section 6.06 shall not apply to or otherwise restrict the sale, lease or other transfer, none transfer of inventory and services (including without limitation the publication of advertising) by the Borrower or the Guarantors in the ordinary course of business. For purposes of the Guaranty Coverage Percentages is less than foregoing (but without implication that the Required Percentagesale, lease or other transfer of assets would not constitute the sale, lease or other transfer of a substantial part of the assets of the 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 substantial part of the assets of the Borrower or any Guarantor."

Consolidations, Mergers and Sales of Assets. The Borrower Neither Concord nor any Ten Percent Subsidiary will not (i) consolidate or merge with or into any Person, other Person or (ii) sell, lease or otherwise transfer transfer, directly or indirectly, all or substantially all any substantial part of the assets of Concord or such Ten Percent Subsidiary, as the case may be, and its assets Subsidiaries, taken as a whole, to any other Person, nor will Concord or (iii) sell, transfer or otherwise dispose any Ten Percent Subsidiary permit any of its interest Subsidiaries to do any of the foregoing if the effect thereof is to reduce the total assets or net income of Concord or such Ten Percent Subsidiary (in any Guarantoreach case, on a consolidated basis for Concord or such Ten Percent Subsidiary, as the case may be, and its Subsidiaries) by more than 25% of such assets existing on, or net income generated during the four consecutive fiscal quarters ending immediately prior to, the date of such consolidation, merger, sale, lease or other transfer; provided that Concord or such Ten Percent Subsidiary, as the case may be, may merge with another Person if (x) Concord or such Ten Percent Subsidiary, as the Borrower case may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunderbe, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (By) immediately after giving effect to such merger, no Default shall have occurred and be continuing; provided, further that any Ten Percent Subsidiary may merge with any other Subsidiary or with Concord, as long as a Ten Percent Subsidiary or Concord is the entity surviving such merger. The Borrower Concord will not transfer ownership, or permit (1) any Guarantor to consolidate the transfer of ownership, of the equity interests in EPS or merge with Star if the effect thereof is that EPS or into any other Person unless Star, as the Guarantor is the surviving entitycase may be, (2) any becomes a Subsidiary of any Guarantor to consolidate national bank or merge with federal savings bank that is a Subsidiary of Concord; in addition, Concord will not transfer ownership, or into permit the transfer of ownership, of the equity interests of any other Person unlessSignificant Subsidiary (other than EPS or Star), immediately after giving effect whether such Significant Subsidiary exists on the date hereof or hereafter arises, to such consolidation a national bank or merger, none of the Guaranty Coverage Percentages federal savings bank that is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (4) any a Subsidiary of any Guarantor Concord, if the intent of such transfer is to sell, lease or otherwise transfer all or substantially all of its assets circumvent the representations and covenants applicable to another Person unless, immediately after giving effect Significant Subsidiaries in the Operative Documents (as opposed to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentagean independent business purpose)."

Consolidations, Mergers and Sales of Assets. The Borrower Borrowers will not (i) not, nor will they permit any Subsidiary to, consolidate or merge with or into any Personinto, (ii) or sell, lease or otherwise transfer all or substantially all of its their assets to to, any other Person, or provided that: (iiia) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary another Person if (other than a Guarantor or a Subsidiary of a Guarantori) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all Person was organized under the laws of the obligations United States of the Borrower hereunderAmerica or one of its states, and under the Notes (if any), and (yii) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the such Borrower is the corporation surviving such merger and (Biii) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The , (b) Subsidiaries of any Borrower will not permit (1) any Guarantor to consolidate or may merge with such Borrower or into any other Person unless may merge with one another if, in the Guarantor event such merger is between a Significant Subsidiary and another Subsidiary, such Significant Subsidiary is the corporation surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of and (c) the Guaranty Coverage Percentages is less than foregoing limitation on the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfertransfer of assets shall not prohibit (i) any sale and leaseback of any Property owned by any Borrower or any of its Subsidiaries, none provided that the aggregate amount of assets sold and leased back under this clause (c)(i) in the most recent twelve (12) month period do not constitute more than five percent (5%) of Consolidated Total Assets determined as of the Guaranty Coverage Percentages end of the most recently ended fiscal year, (ii) any sale, lease or other transfer of assets made by such Borrower or any Subsidiary in the ordinary course of its business, (iii) any sale, lease or other transfer of assets by a Subsidiary (other than a Significant Subsidiary) to such Borrower or to a Wholly Owned Subsidiary, (iv) any sale, lease or other transfer of assets by any Borrower to a Wholly Owned Subsidiary, (v) any sale, lease or other transfer of assets by a Significant Subsidiary to the US Borrower or to any other Significant Subsidiary, (vi) any transfer of assets consisting solely of cash as consideration for any Investment permitted under Section 6.02, (vii) any sale of receivables permitted under Section 6.08 or (viii) any sale, lease or other transfer of assets outside of the ordinary course of business so long as the aggregate amount of assets sold, leased or otherwise transferred outside of the ordinary course of business in the then most recent twelve (12) month period which were not otherwise permitted by this Section 6.04 to be sold, leased or otherwise transferred together with the amount of any assets then proposed to be sold, leased or otherwise transferred outside of the ordinary course of business which are not otherwise permitted by this Section 6.04 to be sold, leased or otherwise transferred (A) does not constitute more than fifteen percent (15%) of Consolidated Total Assets determined as of the end of the most recently ended fiscal year and (B) has not contributed more than fifteen percent (15%) of Consolidated Net Earnings for the most recently ended fiscal year; provided that, in the case of any event described in the foregoing clause (viii) of this Section 6.04, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company or its relevant Subsidiaries intend to apply the proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such proceeds, to acquire (or replace or rebuild) real property, equipment or other assets to be used in the business of the Company and/or its Subsidiaries (including one or more Permitted Acquisitions), and certifying that no Default or Event of Default has occurred and is less than continuing, then the Required Percentageassets sold, leased or otherwise transferred pursuant to such event shall not be included in any determination made pursuant to the foregoing clauses (viii)(A) or (viii)(B) of this Section 6.04 to the extent such proceeds specified in such certificate are so reinvested during such 180-day period (or such extended period as agreed by the Administrative Agent in its sole discretion); provided further that, if such proceeds therefrom have not been so applied by the end of such 180-day period (or such extended period as agreed by the Administrative Agent in its sole discretion), such assets sold, leased or otherwise transferred pursuant to such event shall be included in each determination made pursuant to the foregoing clauses (viii)(A) and (viii)(B) of this Section 6.04 to the extent of such proceeds that have not been so applied."

Consolidations, Mergers and Sales of Assets. The Neither ------------------------------------------- the Indirect Parent nor the Borrower will, nor will not (i) either of them permit any Subsidiary to, consolidate or merge with or into any Personinto, (ii) or sell, lease or otherwise transfer all or substantially all any substantial part of its assets to to, any other Person, or (iii) selldiscontinue or eliminate any business line or segment, transfer or otherwise dispose of its interest in any Guarantor; provided that (xa) the -------- Borrower may merge with any Wholly-Owned Consolidated Subsidiary another Person if (other than a Guarantor or a Subsidiary of a Guarantori) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all Person was organized under the laws of the obligations United States of the Borrower hereunderAmerica or one of its states, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (Aii) the Borrower is the corporation surviving such merger and (Biii) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The , (b) Wholly-Owned Subsidiaries of the Borrower will not permit (1) any Guarantor to consolidate or may merge with and into the Borrower or into any other Person unless the Guarantor is the surviving entityGuarantor, (2c) assets may be transferred from a Subsidiary, the Indirect Parent or the Borrower (provided that any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none transfer of the Guaranty Coverage Percentages is less than assets of the Required PercentageBorrower, (3) any Guarantor to sellwhether by a single transaction or several transactions taken as a whole, lease or otherwise transfer must not consist of all or substantially all of its assets the Borrower's assets) to any other Personthe Borrower or a Guarantor, or (4d) any Wholly-Owned Subsidiary (other than the Borrower) may dissolve or liquidate so long as the assets of any Guarantor such Subsidiary at the time of such dissolution or liquidation are transferred to sell, lease or otherwise transfer all or substantially such Subsidiary's shareholder and such shareholder assumes all of its assets to another Person unlessthe liabilities of such Subsidiary at the time of such dissolution or liquidation, immediately after giving effect to such (e) the Indirect Parent, the Borrower and their Subsidiaries may factor with recourse receivables provided that (x) not more than $25,000,000 in factored receivables with recourse may, in the aggregate, be outstanding at any given time, and (y) there shall be no limitation on the factoring of receivables without recourse, and (f) the foregoing limitation on the sale, lease or other transfertransfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, none during any Fiscal Quarter, a transfer of assets by the Borrower or any Subsidiary or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding seven Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the Guaranty Coverage Percentages is less eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the Required Percentageeight Fiscal Quarters immediately preceding such Fiscal Quarter."

Consolidations, Mergers and Sales of Assets. The Borrower Company will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer permit any other Person to merge into or otherwise dispose of its interest in any Guarantorconsolidate with it; provided that that, in each case subject to compliance with Section 6.16, (i) the Company may merge with another Person, if (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower Company is the corporation entity surviving such merger and (By) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (ii) any Subsidiary may merge with another Person, if (x) such Subsidiary is the entity surviving such merger and (y) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (iii) Wholly-Owned Subsidiaries of the Company may merge with one another provided that if one of such Subsidiaries is a Designated Subsidiary Account Party and the other is not, then the Designated Subsidiary Account Party must be the surviving entity of such merger and (iv) a Subsidiary (other than a Designated Subsidiary Account Party) of the Company may merge or consolidate with any other Person if immediately after giving effect to such merger no Default or Event of Default shall have occurred and be continuing. The Borrower In addition, the Company will not not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (1each, a "Disposition"), except (a) such dispositions by the Company or any Guarantor of its Subsidiaries of any of their respective properties or assets to consolidate the Company or merge with or into any other Person unless Wholly-Owned Subsidiary of the Guarantor is the surviving entityCompany, (2b) subject to Section 5.05, the dissolution or winding up of any Subsidiary other than a Designated Subsidiary Account Party, (c) Dispositions of used, worn out, obsolete or surplus property of the Company or any Subsidiary in the ordinary course of business; (d) licenses (as licensor) of intellectual property so long as such licenses do not materially interfere with the business of the Company or any of its Subsidiaries; (e) Dispositions of cash, cash equivalents and investment securities (including pursuant to any securities lending arrangements permitted by clause (u) of Section 6.03), (f) releases, surrenders or waivers of contracts, torts or other claims of any Guarantor to consolidate kind as a result of the settlement of any litigation or merge threatened litigation; (g) the granting or existence of Liens permitted under this Agreement; (h) leases or subleases of real property so long as such leases or subleases do not materially interfere with the business of the Company or into any of its Subsidiaries, (i) Dividends permitted under Section 6.08, (j) ceding of insurance or reinsurance in the ordinary course of business and (k) other Person unless, Dispositions of assets with a fair market value (as reasonably determined by the board of directors or senior management of the Company) which in the aggregate do not exceed 10% of the lesser of the book or fair market value of the property and assets of the Company determined on a consolidated basis as of the last day of the previous fiscal year of the Company; provided that immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3including pro forma effect) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other PersonDisposition made pursuant to this clause (k), or no Event of Default shall have occurred and be continuing and (4l) any Subsidiary Dispositions of any Guarantor investments made pursuant to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentageSection 6.16(g)."

Consolidations, Mergers and Sales of Assets. The Borrower will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (xi) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary another Person if (x) the Borrower is the corporation surviving such merger and (y) unless such other than a Guarantor or Person was a Subsidiary of a Guarantor) if Guarantor immediately prior to giving effect to such merger, immediately after giving effect to such merger no Default shall have occurred and be continuing and (ii) any Subsidiary may merge with another Person if (x) a Subsidiary is the survivor to such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), merger and (y) the Borrower may merge with any other Person (other than a Guarantor or if such Subsidiary was a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) Guarantor immediately after prior to giving effect to such merger, no Default the survivor to such merger is a Subsidiary Guarantor (and, if the survivor was not a Subsidiary Guarantor immediately prior to giving effect to such merger and is a Foreign Subsidiary, the Administrative Agent shall have occurred received evidence reasonably satisfactory to it that the obligations of such Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in the jurisdictions in which such Subsidiary Guarantor holds assets and be continuingconducts its operations). The Borrower and its Subsidiaries will not permit sell, lease or otherwise transfer, directly or indirectly (1) any Guarantor all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to consolidate or merge with or into any other Person unless the Guarantor is the surviving entityPerson, (2) any Subsidiary assets of any Guarantor Obligor to consolidate any Subsidiary that is not a Subsidiary Guarantor, except in the ordinary course of business or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all any substantial part of its assets the Foot Locker Business or the Champs Business to any other Person; provided that the foregoing limitations shall not apply to sales of inventory or sales and other dispositions of surplus assets, or in each case in the ordinary course of business. For purposes of this Section 5.11, "Foot Locker Business" means the operations of the Borrower and its Subsidiaries conducted in North America under the names "Foot Locker", "Lady Foot Locker", "Kids Foot Locker" and "World Foot Locker" (4) including the stock of any Subsidiary through which any such operations are conducted and the tangible and intangible assets held by any such Subsidiary) and "Champs Business" means the operations of the Borrower and its Subsidiaries conducted in North America under the name "Champs Sports" (including the stock of any Guarantor to sell, lease or otherwise transfer all or substantially all of its Subsidiary through which any such operations are conducted and the tangible and intangible assets to another Person unless, immediately after giving effect to held by any such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentageSubsidiary)."

Consolidations, Mergers and Sales of Assets. The Borrower Company will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (i) the Company may merge with another Person if (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary Company is the corporation surviving such merger and (y) unless such other than a Guarantor or Person was a Subsidiary of a Guarantor) if Guarantor immediately prior to giving effect to such merger, immediately after giving effect to such merger no Default shall have occurred and be continuing and (ii) any Subsidiary may merge with another Person if (x) a Subsidiary is the survivor to such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereundermerger, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or if such Subsidiary was a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) Guarantor immediately after prior to giving effect to such merger, no Default the survivor to such merger is a Subsidiary Guarantor (and, if the survivor was not a Subsidiary Guarantor immediately prior to giving effect to such merger and is a Foreign Subsidiary, the Administrative Agent shall have occurred received evidence reasonably satisfactory to it that the obligations of such Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in the jurisdictions in which such Subsidiary Guarantor holds assets and be continuingconducts its operations) and (z) if such Subsidiary was a Subsidiary Borrower immediately prior to giving effect to such merger, such Subsidiary Borrower is the survivor to such merger. The Borrower Company and its Subsidiaries will not permit sell, lease or otherwise transfer, directly or indirectly (1) any Guarantor all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to consolidate or merge with or into any other Person unless the Guarantor is the surviving entityPerson, (2) any assets of the Company or any Subsidiary of any Guarantor to consolidate any Subsidiary that is not a Subsidiary Guarantor, except in the ordinary course of business or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all any substantial part of its assets the Foot Locker Business or the Champs Business to any other Person; provided that the foregoing limitations shall not apply to sales of inventory or sales and other dispositions of surplus assets, or (4) in each case in the ordinary course of business. For purposes of this Section 5.11, “Foot Locker Business” means the operations of the Company and its Subsidiaries conducted in North America under the names “Foot Locker”, “Lady Foot Locker”, “Kids Foot Locker”, “World Foot Locker” and “Footaction”(including the stock of any Subsidiary through which any such operations are conducted and the tangible and intangible assets held by any such Subsidiary) and “Champs Business” means the operations of the Company and its Subsidiaries conducted in North America under the name “Champs Sports” (including the stock of any Guarantor to sell, lease or otherwise transfer all or substantially all of its Subsidiary through which any such operations are conducted and the tangible and intangible assets to another Person unless, immediately after giving effect to held by any such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentageSubsidiary)."

Consolidations, Mergers and Sales of Assets. The Borrower will and the Parent shall not, and shall not permit any other Guarantor or any other Subsidiary of the Parent to, and RRG shall not (ia) consolidate or merge with or enter into any Persontransaction of merger or consolidation; (b) liquidate, wind-up or dissolve itself (iior suffer any liquidation or dissolution) or (c) convey, sell, lease or otherwise transfer all or substantially all of its assets to any other Personlease, or (iii) sellsublease, transfer or otherwise dispose of, in one or a series of transactions, any Unencumbered Pool Property or any interest therein, or all or any substantial part of its interest business or assets, or the capital stock of or other equity interests in any Guarantor; provided Subsidiary, except that (xi) a Subsidiary of the Borrower may merge or consolidate with any Wholly-the Borrower or a Wholly Owned Consolidated Subsidiary of the Borrower, (other than a Guarantor or ii) a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease transfer or otherwise transfer all or substantially all dispose of its assets to any other Person, the Borrower or (4) any a Wholly Owned Subsidiary of any Guarantor to the Borrower, (iii) a Subsidiary of RRG may merge or consolidate with RRG or a Wholly Owned Subsidiary of RRG, and (iv) a Subsidiary of RRG may sell, lease transfer or otherwise transfer all or substantially all dispose of its assets to another Person unlessRRG or a Wholly Owned Subsidiary of RRG. Further, immediately after giving effect to such the Borrower and the Parent shall not, and shall not permit any Guarantor nor any other Subsidiary of the Parent to, and RRG shall not, enter into any sale, lease -leaseback transactions or other transfer, none transaction by which any such Person shall remain liable as lessee (or the economic equivalent thereof) of the Guaranty Coverage Percentages is less than the Required Percentageany real or personal property that it has sold or leased to another Person."

Consolidations, Mergers and Sales of Assets. The Borrower Neither Concord nor any Ten Percent Subsidiary will not (i) consolidate or merge with or into any Person, other Person or (ii) sell, lease or otherwise transfer transfer, directly or indirectly, all or substantially all any substantial part of the assets of Concord or such Ten Percent Subsidiary, as the case may be, and its assets Subsidiaries, taken as a whole, to any other Person, nor will Concord or (iii) sell, transfer or otherwise dispose any Ten Percent Subsidiary permit any of its interest Subsidiaries to do any of the foregoing if the effect thereof is to reduce the total assets or net income of Concord or such Ten Percent Subsidiary (in any Guarantoreach case, on a consolidated basis for Concord or such Ten Percent Subsidiary, as the case may be, and its Subsidiaries) by more than 25% of such assets existing on, or net income generated during the four consecutive fiscal quarters ending immediately prior to, the date of such consolidation, merger, sale, lease or other transfer; provided that Concord or such Ten Percent Subsidiary, as the case may be, may merge with another Person if (x) Concord or such Ten Percent Subsidiary, as the Borrower case may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunderbe, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (By) immediately after giving effect to such merger, no Default shall have occurred and be continuing; provided, further that any Ten Percent Subsidiary may merge with any other Subsidiary or with Concord, as long as a Ten Percent Subsidiary or Concord is the entity surviving such merger. The Borrower Concord will not transfer ownership, or permit (1) any Guarantor to consolidate the transfer of ownership, of the equity interests in CCS or merge with Star if the effect thereof is that CCS or into any other Person unless Star, as the Guarantor is the surviving entitycase may be, (2) any becomes a Subsidiary of any Guarantor to consolidate national bank or merge with federal savings bank that is a Subsidiary of Concord; in addition, Concord will not transfer ownership, or into permit the transfer of ownership, of the equity interests of any other Person unlessSignificant Subsidiary (other than CCS or Star), immediately after giving effect whether such Significant Subsidiary exists on the date hereof or hereafter arises, to such consolidation a national bank or merger, none of the Guaranty Coverage Percentages federal savings bank that is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (4) any a Subsidiary of any Guarantor Concord, if the intent of such transfer is to sell, lease or otherwise transfer all or substantially all of its assets circumvent the representations and covenants applicable to another Person unless, immediately after giving effect Significant Subsidiaries in the Operative Documents (as opposed to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentagean independent business purpose)."

Consolidations, Mergers and Sales of Assets. The (a) Directly or indirectly consolidate with or merge into any other Person, or permit another Person to merge into it, unless it is a Guarantor merging into the Borrower will not (with the Borrower being the surviving entity) or another Guarantor; provided, that, (i) consolidate or merge such entity has provided the Administrative Agent with or into any Personwritten notice at least ten (10) Business Days prior to such merger, (ii) all Liens in favor of the Administrative Agent granted by such entities continue to be valid, perfected and first priority (except for pre-existing Liens on the assets of such other Person which are also Permitted Liens, and (iii) in no event shall ACE Funding merge into Borrower or any Subsidiary of Borrower, (b) acquire all or substantially all the Equity Interests or other ownership interests in, any other Person (except for Acceptable Acquisitions that also comply with Section 5.11), (c) sell, lease lease, transfer or assign to any Persons or otherwise transfer dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to any other Person(whether now owned or hereafter acquired), or (iiid) sellotherwise sell any of its assets other than assets which are of nominal value or obsolete or are replaced by assets of equal suitability and value; provided, transfer however, that (i) the Borrower and its Subsidiaries may sell or otherwise dispose of assets obtained in the Pomegranate Transaction of the type disclosed to the Administrative Agent in writing prior to the Second Amendment Closing Date in an aggregate amount not to exceed the amount disclosed to the Administrative Agent in writing prior to the Second Amendment Closing Date, (ii) in addition to clause (i) immediately preceding, the Borrower and its interest Subsidiaries may sell only fixed assets (i.e., furniture, fixtures, and equipment), goodwill, and leasehold interests in connection with the disposition of stores in the ordinary course of business (but in no event cash, checks, accounts, receivables or working capital) in an amount not to exceed $7,500,000 in the aggregate in any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any)Fiscal Year, and (y) the Borrower may merge with any other Person (other than a Guarantor or a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing. The Borrower will not permit (1iii) any Guarantor to consolidate may sell or merge with or into lease any other Person unless the Guarantor is the surviving entity, (2) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to any other Person, the Borrower or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unlessGuarantor if and only if all Liens on any such assets in favor of the Administrative Agent continue to be valid, immediately after giving effect perfected and first priority subsequent to such sale, lease sale or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentagelease."

Consolidations, Mergers and Sales of Assets. (a) The Borrower will not (i) consolidate or merge with or into any Person, (ii) other Person or sell, lease or otherwise transfer all or substantially all any substantial part of its assets to any other Person, Person or (iiiii) sell, transfer or otherwise dispose of its interest in permit any Guarantor; provided that (x) the Borrower may merge with any Wholly-Owned Consolidated Material Subsidiary (other than a Guarantor Subsidiary Guarantor) to consolidate or merge with or into, or transfer all or any substantial part of its assets to, any Person other than the Borrower or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary; provided that the Borrower or a Material Subsidiary shall expressly assume in writing all other than Perini Land and Development may sell or otherwise transfer assets if Aggregate Asset Sale Proceeds after such sale less Aggregate Reinvested Proceeds does not at any time exceed $15,000,000. "Aggregate Asset Sale Proceeds" means the sum of the obligations proceeds of each sale in a single transaction or series of related transactions by the Borrower or any Subsidiary, on or after the Bridge Effective Date, of fixed assets yielding proceeds in excess of 5% of the Borrower hereunder, and under Consolidated Tangible Net Worth of the Notes (if any), and (y) Borrower. "Aggregate Reinvested Proceeds" means the amount of Aggregate Asset Sale Proceeds used to purchase fixed assets for use in the same general business presently conducted by the Borrower or the Subsidiary that realized such proceeds, as the case may merge with any other Person (other than a Guarantor or a Subsidiary be, provided such proceeds are so used within 18 months of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuingreceipt thereof. The Borrower will not permit (1) any Subsidiary Guarantor to consolidate or merge with or into into, or transfer all or any other Person unless substantial part of its assets to, any Person; provided that the Guarantor is the surviving entity, foregoing shall not prohibit (2i) any Subsidiary of any Guarantor to consolidate or merge with or into any other Person unlessfrom selling, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease leasing or otherwise transfer all transferring assets in the ordinary course of its business or substantially (ii) R. E. Xxxxxx & Co. from transferring all of its assets to any other Person, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentagePerini Building Company."

Consolidations, Mergers and Sales of Assets. The Borrowers and the Parent shall not, and shall not permit any other Guarantor, any Development Affiliate Guarantor or any other Subsidiary of the Parent or any Borrower will not to, (ia) consolidate or merge with or enter into any Persontransaction of merger or consolidation; (b) liquidate, wind-up or dissolve itself (iior suffer any liquidation or dissolution) or (c) convey, sell, lease or otherwise transfer all or substantially all of its assets to any other Personlease, or (iii) sellsublease, transfer or otherwise dispose of, in one or a series of transactions, any Unencumbered Pool Property or any interest therein, or all or any substantial part of its interest business or assets, or the capital stock of or other equity interests in any Guarantor; provided Subsidiary, except that (xi) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary (other than a Guarantor or a Subsidiary of a Guarantor) if immediately after such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge or consolidate with any other Person such Borrower or a Wholly Owned Subsidiary of such Borrower, (other than a Guarantor or ii) a Subsidiary of a GuarantorBorrower may sell, transfer or dispose of its assets to such Borrower or a Wholly Owned Subsidiary of such Borrower, (iii) if a Development Joint Venture that is a Borrower may (x) merge with and into RCLP or (y) liquidate, so long as after giving effect to any such merger or liquidation (A) the Borrower is the corporation surviving all Unencumbered Pool Properties of such Development Joint Venture immediately prior to such merger and (B) or liquidation are owned by RCLP immediately after giving effect to such mergermerger or liquidation and (B) all Loans and other Obligations of such Development Joint Venture are either assumed by RCLP or repaid prior to or simultaneously with such merger or liquidation, no Default shall have occurred and be continuing. The Borrower will not permit (1) any Guarantor to consolidate or merge with or into any other Person unless the Guarantor is the surviving entity, (2iv) any Subsidiary of any Guarantor to consolidate or the Parent identified in Section 8.27. may (x) merge with and into RCLP or into any other Person unless, immediately after giving effect to such consolidation or merger, none Subsidiary of the Guaranty Coverage Percentages is less than the Required PercentageParent identified in such Section, (3y) any Guarantor to liquidate, so long as such Subsidiary is a Wholly Owned Subsidiary of the Parent and (z) sell, lease transfer or otherwise transfer all or substantially all dispose of its assets to RCLP or any other Person, or (4) any Subsidiary of the Parent identified in such Section, so long as any such merger, liquidation, sale, transfer or disposition referred to in this clause (iv) is being effected in connection with the Parent's compliance with its obligations under the first sentence of such Section. Further, the Borrowers and the Parent shall not, and shall not permit any Guarantor, any Development Affiliate Guarantor to sellnor any other Subsidiary of the Parent or any Borrower to, lease enter into any sale-leaseback transactions or otherwise transfer all other transaction by which any such Person shall remain liable as lessee (or substantially all the economic equivalent thereof) of its assets any real or personal property that it has sold or leased to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentagePerson."

Consolidations, Mergers and Sales of Assets. The Borrower Company will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (i) the Company may merge with another Person if (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary Company is the corporation surviving such merger and (y) unless such other than a Guarantor or Person was a Subsidiary of a Guarantor) if Guarantor immediately prior to giving effect to such merger, immediately after giving effect to such merger no Default shall have occurred and be continuing and such Wholly-Owned Consolidated (ii) any Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereunder, and under the Notes (if any), and (y) the Borrower may merge with any other another Person (other than a Guarantor or a Subsidiary of a Guarantorthe Company) if (Ax) the Borrower a Subsidiary is the corporation surviving survivor to such merger, (y) if such Subsidiary was a Subsidiary Guarantor immediately prior to giving effect to s uch merger, the survivor to such merger is a Subsidiary Guarantor (and, if the surviving Subsidiary Guarantor is a Foreign Subsidiary, the Administrative Agent shall have received evidence reasonably satisfactory to it that the obligations of such Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in the jurisdictions in which such Subsidiary Guarantor holds assets and conducts its operations) and (Bz) if such Subsidiary was a Subsidiary Borrower immediately after prior to giving effect to such mergermerger and the other Person is not a Subsidiary Guarantor, no Default such Subsidiary Borrower is the survivor to such merger (provided that if any party to such merger is a Subsidiary Borrower that is not a Foreign Subsidiary, the survivor shall have occurred and be continuinga Subsidiary Borrower that is not a Foreign Subsidiary) . The Borrower Company and its Subsidiaries will not permit sell, lease or otherwise transfer, directly or indirectly (1) any Guarantor all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to consolidate or merge with or into any other Person unless the Guarantor is the surviving entityPerson, (2) any Subsidiary assets of any Guarantor to consolidate or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets Obligor to any other PersonSubsidiary that is not a Subsidiary Guarantor, or (4) any Subsidiary of any Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to another Person unless, immediately after giving effect to such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required Percentage."except

Consolidations, Mergers and Sales of Assets. The Borrower Company will not, and will not (i) permit any of its Subsidiaries to, consolidate or merge with or into any Person, (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person, or (iii) sell, transfer or otherwise dispose of its interest in any Guarantor; provided that (i) the Company may merge with another Person if (x) the Borrower may merge with any Wholly-Owned Consolidated Subsidiary Company is the corporation surviving such merger and (y) unless such other than a Guarantor or Person was a Subsidiary of a Guarantor) if Guarantor immediately prior to giving effect to such merger, immediately after giving effect to such merger no Default shall have occurred and be continuing and (ii) any Subsidiary may merge with another Person if (x) a Subsidiary is the survivor to such Wholly-Owned Consolidated Subsidiary shall expressly assume in writing all of the obligations of the Borrower hereundermerger, and under the Notes (if any), and (y) the Borrower may merge with any other Person (other than a Guarantor or if such Subsidiary was a Subsidiary of a Guarantor) if (A) the Borrower is the corporation surviving such merger and (B) Guarantor immediately after prior to giving effect to such merger, no Default the survivor to such merger is a Subsidiary Guarantor (and, if the survivor was not a Subsidiary Guarantor immediately prior to giving effect to such merger and is a Foreign Subsidiary, the Administrative Agent shall have occurred received evidence reasonably satisfactory to it that the obligations of such Subsidiary Guarantor under the Guarantee Agreement shall be enforceable in the jurisdictions in which such Subsidiary Guarantor holds assets and be continuingconducts its operations) and (z) if such Subsidiary was a Subsidiary Borrower immediately prior to giving effect to such merger, such Subsidiary Borrower is the survivor to such merger. The Borrower Company and its Subsidiaries will not permit sell, lease or otherwise transfer, directly or indirectly (1) any Guarantor all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to consolidate or merge with or into any other Person unless the Guarantor is the surviving entityPerson, (2) any assets of the Company or any Subsidiary of any Guarantor to consolidate any Subsidiary that is not a Subsidiary Guarantor, except in the ordinary course of business or merge with or into any other Person unless, immediately after giving effect to such consolidation or merger, none of the Guaranty Coverage Percentages is less than the Required Percentage, (3) any Guarantor to sell, lease or otherwise transfer all or substantially all any substantial part of its assets the Foot Locker Business or the Champs Business to any other Person; provided that the foregoing limitations shall not apply to sales of inventory or sales and other dispositions of surplus assets, or in each case in the ordinary course of business. For purposes of this Section 5.11, "Foot Locker Business" means the operations of the Company and its Subsidiaries conducted in North America under the names "Foot Locker", "Lady Foot Locker", "Kids Foot Locker" and "World Foot Locker" (4) including the stock of any Subsidiary through which any such operations are conducted and the tangible and intangible assets held by any such Subsidiary) and "Champs Business" means the operations of the Company and its Subsidiaries conducted in North America under the name "Champs Sports" (including the stock of any Guarantor to sell, lease or otherwise transfer all or substantially all of its Subsidiary through which any such operations are conducted and the tangible and intangible assets to another Person unless, immediately after giving effect to held by any such sale, lease or other transfer, none of the Guaranty Coverage Percentages is less than the Required PercentageSubsidiary)."