Common use of Fundamental Changes and Asset Sales Clause in Contracts

Fundamental Changes and Asset Sales. (a) NAI will not, and will not permit any Subsidiary to, merge into, consolidate with, or otherwise be acquired by, any other Person, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary in a transaction in which the surviving entity is such Material Domestic Subsidiary, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic Subsidiary, the surviving entity of such merger shall be a Material Domestic Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documents, (iv) any Subsidiary may liquidate or dissolve if NAI determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI may merge with any other Person so long as NAI is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transaction.

Fundamental Changes and Asset Sales. (a) NAI No Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Parent in a transaction in which the Parent is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic Subsidiary, the surviving entity of such merger shall be a Material Domestic Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Subsidiaries, to the Parent or to another Subsidiary so long as any such assets that constitute Collateral continue to a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant be subject to a transaction not otherwise prohibited under the Operative Documentsfirst priority security interest of the applicable Administrative Agent, (iv) any Subsidiary may liquidate or dissolve if NAI the Parent determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrowers and is not materially disadvantageous to the Lenders; 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 6.04, (v) NAI the Parent or any Subsidiary may merge with any other Person so long as NAI is sell, transfer, lease or otherwise dispose of inventory, cash or Permitted Investments, in each case in the surviving entityordinary course of business, (vi) the Parent or any Subsidiary may merge with sell, transfer, lease or otherwise dispose of obsolete, used, surplus, no longer used or useful or worn out property, whether now owned or hereafter acquired, (vii) the Parent or any other Person Subsidiary may sell, transfer, lease or otherwise dispose of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such disposition are promptly applied to the purchase price of such replacement property, and (viii) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of property so long as the surviving entity is, consideration received therefrom in cash shall not exceed $10,000,000 in the case aggregate in any fiscal year of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionParent.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries the Subsidiary Loan Parties (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, Subsidiary; provided that if any to the extent either such merger described in this clause (ii) shall involve Subsidiary is a Material Domestic SubsidiarySubsidiary Loan Party, the surviving entity of such merger shall be a Material Domestic SubsidiarySubsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary the Borrower or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsanother Subsidiary, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower and is not materially disadvantageous to the Lenders; 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 6.04, (v) NAI Borrower and its Subsidiaries may merge with any other Person so long as NAI is sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the surviving entityconsideration received for such assets shall be in amount at least equal to the fair market value thereof, (vi) any Subsidiary Borrower or its Subsidiaries may merge with any other Person so long as make Specified Asset Sales provided that, such Specified Asset Sales can be made for Cash or non-Cash consideration until the surviving entity is, amount of non-Cash consideration exceeds $10,000,000 in the case aggregate; thereafter, such Specified Asset Sales shall be made for at least 66 2/3% in Cash (provided that the limitation with respect to Cash consideration set forth in this Section 6.03(vi) shall not apply to the asset sales described under clause (iv) of a Subsidiary Guarantorthe definition of Specified Asset Sales), the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) Borrower or its Subsidiaries may take any Subsidiary action permitted by Section 6.04 below to the extent constituting an Asset Sale, (viii) subject to Section 6.16, Borrower and its Subsidiaries may make Asset Sales (other than a Subsidiary Guarantor may merge intoSpecified Asset Sales) having an aggregate fair market value not in excess of $20,000,000 in any fiscal year; provided that (A) the consideration received for each such Asset Sale shall be in an amount at least equal to the fair market value thereof; (B) the consideration for each such Asset Sale is at least 66 2/3% in Cash and (C) the proceeds of such Asset Sales shall be applied as required by Section 2.10(c), and NAI (ix) Borrower may reorganize for the purpose of changing its jurisdiction of incorporation to the State of Delaware or any Subsidiary may dispose the State of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionGeorgia.

Fundamental Changes and Asset Sales. (a) NAI No Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Parent in a transaction in which the Parent is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic Subsidiary, the surviving entity of such merger shall be a Material Domestic Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, including all or substantially all of the stock of any of its Subsidiaries, to the Parent or to another Subsidiary so long as any such assets that constitute Collateral continue to a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant be subject to a transaction not otherwise prohibited under the Operative Documentsfirst priority security interest of the applicable Administrative Agent, (iv) any Subsidiary may liquidate or dissolve if NAI the Parent determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrowers and is not materially disadvantageous to the Lenders; 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 6.04, (v) NAI the Parent or any Subsidiary may merge with any other Person so long as NAI is sell, transfer, lease or otherwise dispose of inventory, cash or Permitted Investments, in each case in the surviving entityordinary course of business, (vi) the Parent or any Subsidiary may merge with sell, transfer, lease or otherwise dispose of obsolete, used, surplus, Table of Contents no longer used or useful or worn out property, whether now owned or hereafter acquired, (vii) the Parent or any other Person Subsidiary may sell, transfer, lease or otherwise dispose of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such disposition are promptly applied to the purchase price of such replacement property, and (viii) the Parent or any Subsidiary may sell, transfer, lease or otherwise dispose of property so long as the surviving entity is, consideration received therefrom in cash shall not exceed $10,000,000 in the case aggregate in any fiscal year of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionParent.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, (1) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing: (i) any Subsidiary Person may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary Subsidiary/Person may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, (provided that if any such merger described involving the Borrower must result in this clause (ii) shall involve a Material Domestic Subsidiary, the Borrower as the surviving entity of such merger shall be a Material Domestic Subsidiaryentity), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets (including the stock of another entity) to a Material Domestic the Borrower or to another Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under (as the Operative Documents, case may be) and (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI may merge with the Borrower and is not materially disadvantageous to the Lenders; provided that any other such merger involving a Person so long as NAI that is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (vii2) any Subsidiary other than a Subsidiary Guarantor for the avoidance of doubt, the Borrower and its Subsidiaries may merge intosell inventory and excess, and NAI damaged, obsolete or any Subsidiary may dispose worn out assets, in each case in the ordinary course of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionbusiness.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or sellpermit any other Person to merge into or consolidate with it, transferconsummate a Division as the Dividing Person, lease or otherwise dispose Dispose of any of its assets (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets), or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, (x) the Borrower or any Subsidiary may sell Receivables under (i) Permitted Receivables Facilities (subject to the limitation set forth in Section 6.01(c)) and (ii) A/R Purchase Programs; and (y) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) continuing: any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is such Material Domestic Subsidiary, Loan Party (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described involving the Borrower must result in this clause (ii) shall involve a Material Domestic Subsidiary, the Borrower as the surviving entity of such merger shall be a Material Domestic Subsidiary, (iii) entity); any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under Loan Party; the Operative DocumentsBorrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (ivB) sell or lease storage or pipeline capacity in the ordinary course of business, (C) effect sales, trade-ins or dispositions of used equipment for value in the ordinary course of business consistent with past practice, (D) enter into licenses of technology in the ordinary course of business, and (E) in addition to clauses (A) through (D) above, make any other sales, transfers, leases or dispositions that, together with all other property of the Borrower and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (E) at any time after the Restatement Effective Date, does not exceed $150,000,000; any Subsidiary that is not a Loan Party may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI the Borrower and is not materially disadvantageous to the Lenders; any Subsidiary that is not a Loan Party may merge with into any other Person so long as NAI Subsidiary (provided that any such merger involving a Subsidiary that is a Loan Party must result in such Loan Party being the surviving entity, (vi) ); the Borrower and the Subsidiaries may engage in any transactions constituting Restricted Payments to the extent permitted under Section 6.07 and Investments to the extent permitted under Section 6.04; and any Subsidiary may merge (A) Dispose of investments in cash and Permitted Investments in the ordinary course of business, (B) effect Dispositions in connection with any theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective properties; and (C) effect the write-off of good will or other Person so long as intangibles in the surviving entity isordinary course of business. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the request of the Required Lenders, shall by notice to the Borrower direct the Borrower to cause any Receivables Entity to exercise any voluntary option available to such Receivables Entity under the applicable Permitted Receivables Facility to terminate such Permitted Receivables Facility and the Borrower shall, upon receipt of such direction, cause such Receivables Entity to exercise such option and cause the Receivables Entity to, to the extent required thereunder in connection with the exercise of such option, repurchase all purchase interests in any Receivables or take such other actions, in each case, in accordance with the case terms of a Subsidiary Guarantor, the Subsidiary GuarantorPermitted Receivables Facility Document. The Administrative Agent shall provide concurrent notice to the administrative agent under the applicable Permitted Receivables Facility of any direction delivered to the Borrower pursuant to the foregoing sentence (provided that the Administrative Agent shall not be liable to such administrative agent or any securitization lender or purchaser for failure to provide such notice). The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary business other than a Subsidiary Guarantor may merge intobusinesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. The Borrower will not, and NAI or nor will it permit any Subsidiary may dispose of assets its Subsidiaries to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving change its fiscal year from the basis in effect to such transactionon the Restatement Effective Date.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, consolidate with, or otherwise be acquired by, any other Person, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after acquired, and for purposes hereof, any capital stock issued by NAI the Borrower which is held by NAI the Borrower as treasury stock shall not be deemed to be property or an asset of NAI the Borrower and shall not be subject to this subparagraph 3(B)(3Section 6.03), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is such Material Domestic SubsidiaryLoan Party (provided that any such merger involving the Borrower must result in the Borrower as the surviving entity), (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI the Borrower or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic SubsidiaryLoan Party, the surviving entity of such merger shall be a Material Domestic SubsidiaryLoan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary Loan Party or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsthis Agreement, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower, (v) NAI the Borrower may merge with any other Person so long as NAI the Borrower is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI Borrower or any Subsidiary may dispose of assets to, any other Person so long as NAI Borrower delivers a certificate to BNPPLC the Administrative Agent demonstrating pro forma compliance with subparagraph 3(C) Section 6.07 after giving effect to such transaction.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries the Subsidiary Loan Parties (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, Subsidiary; provided that if any to the extent either such merger described in this clause (ii) shall involve Subsidiary is a Material Domestic SubsidiarySubsidiary Loan Party, the surviving entity of such merger shall be a Material Domestic SubsidiarySubsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary the Borrower or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsanother Subsidiary, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower and is not materially disadvantageous to the Lenders; 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 6.04, (v) NAI Borrower and its Subsidiaries may merge with any other Person so long as NAI is sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the surviving entityconsideration received for such assets shall be in amount at least equal to the fair market value thereof, (vi) Borrower or its Subsidiaries may make Specified Asset Sales provided that, such Specified Asset Sales can be made for Cash or non-Cash consideration until the amount of non-Cash consideration exceeds $10,000,000 in the aggregate; thereafter, such Specified Asset Sales shall be made for at least 66 2/3% in Cash (provided that the limitation with respect to Cash consideration set forth in this Section 6.03(vi) shall not apply to the asset sales described under clause (iv) of the definition of Specified Asset Sales), (vii) Borrower or its Subsidiaries may take any Subsidiary action permitted by Section 6.04 below to the extent constituting an Asset Sale, (viii) subject to Section 6.16, Borrower and its Subsidiaries may merge make Asset Sales (other than Specified Asset Sales) having an aggregate fair market value not in excess of $20,000,000 in any fiscal year; provided that (A) the consideration received for each such Asset Sale shall be in an amount at least equal to the fair market value thereof; (B) the consideration for each such Asset Sale is at least 66 2/3% in Cash and (C) the proceeds of such Asset Sales shall be applied as required by Section 2.10(c), (ix) Borrower may reorganize for the purpose of changing its jurisdiction of incorporation to the State of Delaware or the State of Georgia, and (x) notwithstanding anything to the contrary herein, the Borrower shall be permitted to enter into and consummate the Church's Disposition, and CT, Church's Texas and AFC Holdings shall be released from any further obligations in connection with any other Person this Agreement and the Loan Documents, so long as the surviving entity is, in aggregate amount of gross proceeds from the case of a Subsidiary Guarantor, Church's Disposition are no less than $375,000,000 (the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transaction"Church's Gross Proceeds").

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries the Subsidiary Loan Parties (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, Subsidiary; provided that if any to the extent either such merger described in this clause (ii) shall involve Subsidiary is a Material Domestic SubsidiarySubsidiary Loan Party, the surviving entity of such merger shall be a Material Domestic SubsidiarySubsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary the Borrower or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsanother Subsidiary, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower and is not materially disadvantageous to the Lenders; 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 6.04, (v) NAI Borrower and its Subsidiaries may merge with any other Person so long as NAI is sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the surviving entityconsideration received for such assets shall be in amount at least equal to the fair market value thereof, (vi) Borrower or its Subsidiaries may make Specified Asset Sales provided that, such Specified Asset Sales can be made for Cash or non-Cash consideration until the amount of non-Cash consideration exceeds $10,000,000 in the aggregate; thereafter, such Specified Asset Sales shall be made for at least 66 2/3% in Cash (provided that the limitation with respect to Cash consideration set forth in this Section 6.03(vi) shall not apply to the asset sales described under clause (iv) of the definition of Specified Asset Sales), (vii) Borrower or its Subsidiaries may take any action permitted by Section 6.04 below to the extent constituting an Asset Sale, (viii) subject to Section 6.14, Borrower and its Subsidiaries may make Asset Sales (other than Specified Asset Sales) having an aggregate fair market value not in excess of $20,000,000 in any fiscal year; provided that (A) the consideration received for each such Asset Sale shall be in an amount at least equal to the fair market value thereof; (B) the consideration for each such Asset Sale is at least 66 2/3% in Cash and (C) the proceeds of such Asset Sales shall be applied as required by Section 2.10(c), (ix) any Person may merge into the Borrower or any Subsidiary may merge of the Borrower in connection with any other Person a Permitted Acquisition that is permitted under Section 6.04 so long as such Borrower or Subsidiary of the Borrower is the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantorcorporation, and in all other cases, a wholly owned Subsidiary and (viix) any Subsidiary other than a Subsidiary Guarantor Borrower may merge into, and NAI reorganize for the purpose of changing its jurisdiction of incorporation to the State of Delaware or any Subsidiary may dispose the State of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionGeorgia.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, consolidate with, or otherwise be acquired by, any other Person, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after acquired, and for purposes hereof, any capital stock issued by NAI the Borrower which is held by NAI the Borrower as treasury stock shall not be deemed to be property or an asset of NAI the Borrower and shall not be subject to this subparagraph 3(B)(3Section 6.03), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is or becomes a Loan Party (provided that any such Material Domestic Subsidiarymerger involving the Borrower must result in the Borrower as the surviving entity), (ii) any wholly wholly-owned Subsidiary may merge into or consolidate with any wholly wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly wholly-owned Subsidiary and no Person other than NAI the Borrower or a wholly wholly-owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic SubsidiaryLoan Party, the surviving entity of such merger shall be or shall become a Material Domestic SubsidiaryLoan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary Loan Party or any wholly wholly-owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsthis Agreement, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower, (v) NAI the Borrower may merge with any other Person so long as NAI the Borrower is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly wholly-owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, Borrower or any Subsidiary may dispose of all or substantially all of the stock of any of its Subsidiaries other than a Material Subsidiary to, and NAI Borrower or any Subsidiary may dispose of assets to, any other Person so long as NAI Borrower delivers a certificate to BNPPLC the Administrative Agent demonstrating pro forma compliance with subparagraph 3(C) Section 6.05 after giving effect to such transaction.

Fundamental Changes and Asset Sales. (a) NAI The Parent will not, and will not permit any Subsidiary to, merge into, consolidate with, or otherwise be acquired by, any other Person, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after acquired, and for purposes hereof, any capital stock issued by NAI the Parent which is held by NAI the Parent as treasury stock shall not be deemed to be property or an asset of NAI the Parent and shall not be subject to this subparagraph 3(B)(3Section 6.03), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is or becomes a Loan Party (provided that (x) subject to the following clause (y), any such Material Domestic Subsidiarymerger involving the Assuming Borrower must result in the Assuming Borrower as the surviving entity and (y) Parent must result in the Parent as the surviving entity), (ii) any wholly wholly-owned Subsidiary may merge into or consolidate with any wholly wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly wholly-owned Subsidiary and no Person other than NAI the Parent or a wholly wholly-owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve (x) subject to the following clause (y), a Material Domestic SubsidiaryLoan Party, the surviving entity of such merger shall be or shall become a Material Domestic SubsidiaryLoan Party and (y) the Assuming Borrower must result in the Assuming Borrower as the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary Loan Party or any wholly wholly-owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsthis Agreement, (iv) any Subsidiary (other than the Assuming Borrower) may liquidate or dissolve if NAI the Parent determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Parent, (v) NAI the Parent may merge with any other Person so long as NAI the Parent is the surviving entity, (vi) any Subsidiary (other than the Assuming Borrower) may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly wholly-owned Subsidiary and Subsidiary, (vii) any Subsidiary other than the Assuming Borrower or a Subsidiary Guarantor may merge into, Parent or any Subsidiary may dispose of all or substantially all of the stock of any of its Subsidiaries other than the Assuming Borrower or a Material Subsidiary to, and NAI Parent or any Subsidiary may dispose of assets to, any other Person so long as NAI Parent delivers a certificate to BNPPLC the Administrative Agent demonstrating pro forma compliance with subparagraph 3(C) Section 6.05 after giving effect to such transactiontransaction and (viii) the Parent may transfer the stock (or other equity interests) of any Subsidiary held by the Parent to any wholly-owned Subsidiary; provided that any such transfer of the stock (or other equity interests) of any Domestic Subsidiary that is, or that would otherwise be required to be, a Subsidiary Guarantor may only be made to a Subsidiary Guarantor.

Fundamental Changes and Asset Sales. (a) NAI The Company will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any of its assets, (including pursuant to a Sale and Leaseback Transaction), or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except thatthat (1) subject to the satisfaction of the conditions set forth in Section 4.04 and the occurrence of the Acquisition Date, the IP Cleaning Acquisition shall be permitted and (2) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into a Material Domestic Subsidiary the Company in a transaction in which the Company is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with another Subsidiary; provided that in the case of any wholly owned Subsidiary merger involving a Loan Party such merger must result in a transaction in which Loan Party as the surviving entity is a wholly owned Subsidiary (and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described involving the Company must result in this clause (ii) shall involve a Material Domestic Subsidiary, the Company as the surviving entity of such merger shall be a Material Domestic Subsidiaryentity), (iii) any Loan Party and any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to another Loan Party and any Subsidiary that is not a Material Domestic Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsother Subsidiary, (iv) any Subsidiary may be dissolved, provided that (A) such Subsidiary is not a Material Subsidiary, (B) the assets of such dissolved Subsidiary are transferred to a Loan Party or another Subsidiary, and (C) if a Subsidiary becomes a Material Subsidiary as a result of such transfer of assets, it will comply with the requirements of Section 5.09, (v) any Loan Party and any Subsidiary may dispose of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection and not for the purpose of any bulk sale or securitization transaction, (vi) any Loan Party may make charitable donations in the ordinary course of business in accordance with past practice, (vii) the Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions of used equipment for value in the ordinary course of business consistent with past practice, (C) dispose of assets in connection with the leasing, subleasing or licensing of real or personal property (including intellectual property) in the ordinary course of business, (D) enter into Sale and Leaseback Transactions permitted by Section 6.09, (E) sell, transfer, lease or otherwise dispose of its assets in connection with any Liens permitted under Section 6.02 or with any investments permitted under Section 6.04, (F) sell, transfer, lease or otherwise dispose of its assets to any joint venture so long as such disposition is an investment permitted under Section 6.04, (G) abandon intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries, taken as a whole, (H) dispose of interests in joint ventures as permitted under Section 6.04(f) and (I) make any other sales, transfers, leases or dispositions that, together with all other property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (I) during any fiscal year of the Company, does not exceed 10% of Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company delivered pursuant to Section 5.01), and (viii) any Subsidiary that is not a Loan Party may liquidate or dissolve if NAI the Company determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI may merge with the Company and is not materially disadvantageous to the Lenders; provided that any other such merger or consolidation involving a Person so long as NAI that is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of not a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly wholly-owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect immediately prior to such transactionmerger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or sellpermit any other Person to merge into or consolidate with it, transferconsummate a Division as the Dividing Person, lease or otherwise dispose Dispose of any of its assets (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets), or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, (x) any Subsidiary of the Borrower may sell Receivables under (i) Permitted Receivables Facilities (subject to the limitation set forth in Section 6.01(c)) and (ii) A/R Purchase Programs; (y) the Borrower may issue the Specified Equity Units pursuant to definitive documentation substantially similar to precedent previously identified by the Borrower to the Administrative Agent (unless otherwise mutually agreed by the Borrower and the Administrative Agent); and (z) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing: (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (ii) any Subsidiary may merge into a Material Domestic another Subsidiary in a transaction in which of the surviving entity is such Material Domestic Subsidiary, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic Subsidiary, the surviving entity of such merger shall be a Material Domestic Subsidiary, Borrower; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets to a Material Domestic the Borrower or another Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under of the Operative Documents, Borrower; (iv) any Subsidiary may liquidate or dissolve if NAI determines in good faith that such liquidation or dissolution is the Borrower’s Subsidiaries may: (A) Dispose of inventory in the best interests ordinary course of NAIbusiness, (vB) NAI may merge with any other Person so long as NAI is Dispose of storage or pipeline capacity in the surviving entityordinary course of business, (viC) any Subsidiary may merge with any effect sales, trade-ins or other Person so long as the surviving entity isDispositions of used, obsolete, worn-out or surplus equipment for value in the case ordinary course of a Subsidiary Guarantorbusiness consistent with past practice, (D) enter into licenses of technology in the Subsidiary Guarantorordinary course of business, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transaction.84

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, consolidate with, or otherwise be acquired by, any other Person, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or here-after acquired, and for purposes hereof, any capital stock issued by NAI the Borrower which is held by NAI the Borrower as treasury stock shall not be deemed to be property or an asset of NAI the Borrower and shall not be subject to this subparagraph 3(B)(3Section 6.03), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is such Material Domestic SubsidiaryLoan Party (provided that any such merger involving the Borrower must result in the Borrower as the surviving entity), (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI the Borrower or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic SubsidiaryLoan Party, the surviving entity of such merger shall be a Material Domestic SubsidiaryLoan Party, (iii) any 42 Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic Subsidiary Loan Party or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documentsthis Agreement, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower, (v) NAI the Borrower may merge with any other Person so long as NAI the Borrower is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI Borrower or any Subsidiary may dispose of assets to, any other Person so long as NAI Borrower delivers a certificate to BNPPLC the Administrative Agent demonstrating pro forma compliance with subparagraph 3(C) Section 6.07 after giving effect to such transaction.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its the Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, Subsidiary; provided that if any to the extent either such merger described in this clause (ii) shall involve Subsidiary is a Material Domestic SubsidiaryGuarantor, the surviving entity of such merger shall be a Material Domestic SubsidiaryGuarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided that any such sale, lease or other disposition of assets of a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant Guarantor shall be made to a transaction not otherwise prohibited under the Operative Documentsanother Credit Party, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower and is not materially disadvantageous to the Lenders; provided that (A) any assets of such Subsidiary shall be transferred to a Credit Party prior to or as a result of such liquidation or dissolution and (B) 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 9.4, (v) NAI Borrower and its Subsidiaries may merge with any other Person so long as NAI is sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the surviving entityconsideration received for such assets shall be in amount at least equal to the fair market value thereof, (vi) Borrower or its Subsidiaries may make Specified Asset Sales provided that, such Specified Asset Sales can be made for Cash or non-Cash consideration until the amount of non-Cash consideration exceeds $10,000,000 in the aggregate; thereafter, such Specified Asset Sales shall be made for at least 66 2/3% in Cash (provided that the limitation with respect to Cash consideration set forth in this Section 9.3(vi) shall not apply to the asset sales described under clause (iv) of the definition of Specified Asset Sales), (vii) Borrower or its Subsidiaries may take any action permitted by Section 9.4 below to the extent constituting an Asset Sale, (viii) subject to Section 9.14, Borrower and its Subsidiaries may make Asset Sales (other than Specified Asset Sales) having an aggregate fair market value not in excess of $20,000,000 in any fiscal year; provided that (A) the consideration received for each such Asset Sale shall be in an amount at least equal to the fair market value thereof and (B) the consideration for each such Asset Sale is at least 66 2/3% in Cash, (ix) any Person may merge into the Borrower or any Subsidiary may merge of the Borrower in connection with any other Person a Permitted Acquisition that is permitted under Section 9.4 so long as such Borrower or Subsidiary of the Borrower is the surviving entity iscorporation or, in the case of if such transaction involves a Subsidiary Guarantor, such Guarantor is the Subsidiary Guarantorsurviving corporation, and in all other cases, a wholly owned Subsidiary and (viix) any Subsidiary other than a Subsidiary Guarantor Borrower may merge into, and NAI reorganize for the purpose of changing its jurisdiction of incorporation to the State of Delaware or any Subsidiary may dispose the State of assets to, any other Person so long as NAI delivers a certificate Georgia after having provided prior written notice to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionthe Administrative Agent.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, (1) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing and subject to Section 6.07: (i) any Subsidiary Person may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary Subsidiary/Person may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, (provided that if any such merger described involving the Borrower must result in this clause (ii) shall involve a Material Domestic Subsidiary, the Borrower as the surviving entity of such merger shall be a Material Domestic Subsidiaryentity), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets (including the stock of another entity) to a Material Domestic the Borrower or to another Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under (as the Operative Documents, case may be) and (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI may merge with the Borrower and is not materially disadvantageous to the Lenders; provided that any other such merger involving a Person so long as NAI that is the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (vii2) any Subsidiary other than a Subsidiary Guarantor for the avoidance of doubt, the Borrower and its Subsidiaries may merge intosell inventory and excess, and NAI damaged, obsolete or any Subsidiary may dispose worn out assets, in each case in the ordinary course of assets to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving effect to such transactionbusiness.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or otherwise sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of the assets of the Borrower and its assetsSubsidiaries (taken as a whole), (including pursuant to a Sale and Leaseback Transaction), or all or substantially all of the stock of any Equity Interests of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing: (ii)any Person (including any Subsidiary that is not a Loan Party) may merge into the Borrower or a Subsidiary in a transaction in which the Borrower or such Subsidiary is the surviving corporation (provided that any such merger involving the Borrower must result in the Borrower as the surviving entity); (ii)any Subsidiary may merge into a Material Domestic Subsidiary Loan Party in a transaction in which the surviving entity is such Material Domestic Subsidiary, Loan Party (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described involving the Borrower must result in this clause the Borrower as the surviving entity); 48 (ii) shall involve iii)any Subsidiary that is an LLC may consummate a Material Domestic SubsidiaryDivision as the Dividing Person if, immediately upon the consummation of the Division, the surviving entity assets of the applicable Dividing Person are held by one or more Subsidiaries at such time (or, in the case of a Division of a Subsidiary that is a Loan Party, the assets of such merger applicable Dividing Person are held by a wholly-owned Subsidiary which is (or shall be simultaneously become, pursuant to Section 5.09(a)) a Material Domestic Subsidiary, Loan Party); (iii) any iv)any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or another Subsidiary; and (v)any Subsidiary that is not a Material Domestic Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative Documents, (iv) any Subsidiary Loan Party may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAIthe Borrower and is not materially disadvantageous to the Lenders. (b)The Borrower will not, (v) NAI may merge with and will not permit any of its Subsidiaries to, engage to any material extent in any business other Person so long as NAI is than businesses of the surviving entitytype conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. Without the prior written consent of the Administrative Agent, (vi) other than Xxxxxx National Flood Insurance Company, neither the Borrower nor any Subsidiary may merge with engage in any other Person so long as business in the surviving entity isnature of an insurance company, in which the case Borrower or such Subsidiary assumes the risk as an insurer. (c)The Borrower will not, nor will it permit any of a Subsidiary Guarantor, the Subsidiary Guarantor, and in all other cases, a wholly owned Subsidiary and (vii) any Subsidiary other than a Subsidiary Guarantor may merge into, and NAI or any Subsidiary may dispose of assets its Subsidiaries to, any other Person so long as NAI delivers a certificate to BNPPLC demonstrating pro forma compliance with subparagraph 3(C) after giving change its fiscal year from the basis in effect to such transactionon the Effective Date. SECTION 6.04.

Fundamental Changes and Asset Sales. (a) NAI The Borrower will not, and will not permit any Subsidiary to, merge into, into or consolidate with, or otherwise be acquired by, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or here-after hereafter acquired, and for purposes hereof, any capital stock issued by NAI which is held by NAI as treasury stock shall not be deemed to be property or an asset of NAI and shall not be subject to this subparagraph 3(B)(3), or liquidate or dissolve, or form any Subsidiary that is not, immediately upon the creation thereof, a Subsidiary Guarantor by joinder to the Subsidiary Guaranty and the Security Agreement pursuant to documentation acceptable to Administrative Agent, and with its Equity Interests being pledged as part of the Collateral by joinder to the Pledge Agreement of the Loan Party owning the Equity Interests of such Subsidiary except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into a Material Domestic Subsidiary the Borrower in a transaction in which the Borrower is the surviving entity is such Material Domestic Subsidiarycorporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary Guarantor in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than NAI or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (ii) shall involve a Material Domestic Subsidiary, the surviving entity of such merger shall be a Material Domestic SubsidiaryGuarantor, (iii) any Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of its assets to a Material Domestic the Borrower or to another Subsidiary or any wholly owned Subsidiary pursuant to a transaction not otherwise prohibited under the Operative DocumentsGuarantor, (iv) any Subsidiary may liquidate or dissolve if NAI the Borrower determines in good faith that such liquidation or dissolution is in the best interests of NAI, (v) NAI may merge with any other Person so long as NAI the Borrower and is not materially disadvantageous to the surviving entity, (vi) any Subsidiary may merge with any other Person so long as the surviving entity is, in the case of a Subsidiary Guarantor, the Subsidiary GuarantorLenders, and in all other cases, Administrative Agent is given notice of the intention to effect such liquidation or dissolution not less than ten (10) Business Days prior to the commencement thereof; provided that any 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 6.04, and (viiv) the Borrower and its Subsidiaries may (A) sell, transfer or otherwise dispose of inventory in the ordinary course of business, (B) sell, transfer or otherwise dispose of used, obsolete, worn out or surplus property in the ordinary course of business, (C) sell, transfer or otherwise dispose of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof, (D) sell, transfer or otherwise dispose of cash and Permitted Investments in the ordinary course of business, (E) make dispositions resulting from any Subsidiary casualty or other than a Subsidiary Guarantor may merge intoinsured damage to, and NAI or any Subsidiary may taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary, (F) enter into licenses of technology in the ordinary course of business, (G) sell, transfer or otherwise dispose of any of its assets toto any Loan Party, (H) if the Vulcan Acquisition is consummated, sell the hospice facilities of the Vulcan Target in accordance with Section 10.21 of the Vulcan Acquisition Agreement, (I) if the Vulcan Acquisition is consummated, transfer the indirect ownership interest of the Vulcan Seller in a subsidiary of the Vulcan Target to an affiliate of the Vulcan Seller pursuant to Sections 14.3(a) and/or 17.19 of the Vulcan LLC Agreement and (J) make any other Person sales, transfers, leases or dispositions of assets, so long as NAI delivers a certificate (x) the aggregate book value of all assets sold, transferred, leased or otherwise disposed of during any fiscal year of the Borrower in reliance on this clause (J) shall not exceed ten percent (10%) of Net Worth as of the most recently ended fiscal year of the Borrower for which financial statements have been delivered pursuant to BNPPLC demonstrating pro forma compliance with subparagraph 3(CSection 5.01(a) after giving effect (or, prior to the delivery of any such transactionfinancial statements, as of the fiscal year ended January 1, 2016) and (y) at least 75% of the total consideration for each such sale, transfer, lease or other disposition received by the Borrower and its Subsidiaries shall be in the form of cash or Permitted Investments.