Common use of Fundamental Changes; Changes in Business; Asset Sales Clause in Contracts

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower Company will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 compliance with Section 5.11(a) as applicable) (i) any Person may merge into or consolidate with the Company or the a Borrower in a transaction in which the Company or the a Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge intointo or consolidate with, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower Company determines in good faith that such sale, transfer, liquidation, dissolution, merger merger, consolidation or disposition is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, (2) any Subsidiary may merge into or consolidate with the Company or a Wholly-Owned Subsidiary so long as, if the Company or a Borrower is a party thereto, the Company or a Borrower is the surviving entity, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or a Borrower, and (4) any Subsidiary (other than a Borrower, unless such sale, transfer, lease or other disposition is to another Borrower) may sell, transfer, lease or otherwise dispose of its assets to a Wholly-Owned Subsidiary. (b) The Borrower Company will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower Company will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless except (i) if the Borrower Company complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower Company is in compliance with the financial covenants set forth in Section 6.12 6.11 and no other Default or Event of Default exists or would result therefrom<; provided thattherefrom and (ii) any sale, during the period from and after the Amendment Effective Date until transfer, lease or disposition permitted by clause (but not includinga)(2), (3) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties4) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>above.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no other Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower Company will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially 64 all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 compliance with Section 5.11(a) as applicable) (i) any Person may merge into or consolidate with the Company or the a Borrower in a transaction in which the Company or the a Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge intointo or consolidate with, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower Company determines in good faith that such sale, transfer, liquidation, dissolution, merger merger, consolidation or disposition is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, (2) any Subsidiary may merge into or consolidate with the Company or a Wholly-Owned Subsidiary so long as, if the Company or a Borrower is a party thereto, the Company or a Borrower is the surviving entity, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or a Borrower, and (4) any Subsidiary (other than a Borrower, unless such sale, transfer, lease or other disposition is to another Borrower) may sell, transfer, lease or otherwise dispose of its assets to a Wholly-Owned Subsidiary. (ba) The Borrower Company will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (cb) The Borrower Company will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless except (i) if the Borrower Company complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower Company is in compliance with the financial covenants set forth in Section 6.12 6.11 and no other Default or Event of Default exists or would result therefrom<; provided thattherefrom and (ii) any sale, during the period from and after the Amendment Effective Date until transfer, lease or disposition permitted by clause (but not includinga)(2), (3) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties4) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>above.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower Company will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 compliance with Section 5.11(a) as applicable) (i) any Person may merge into or consolidate with the Company or the a Borrower in a transaction in which the Company or the a Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge intointo or consolidate with, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower Company determines in good faith that such sale, transfer, liquidation, dissolution, merger merger, consolidation or disposition is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto, (2) any Subsidiary may merge into or consolidate with the Company or a Wholly-Owned Subsidiary so long as, if the Company or a Borrower is a party thereto, the Company or a Borrower is the surviving entity, (3) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or a Borrower, and (4) any Subsidiary (other than a Borrower, unless such sale, transfer, lease or other disposition is to another Borrower) may sell, transfer, lease or otherwise dispose of its assets to a Wholly-Owned Subsidiary. (ba) The Borrower Company will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (cb) The Borrower Company will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless except (i) if the Borrower Company complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower Company is in compliance with the financial covenants set forth in Section 6.12 6.11 and no other Default or Event of Default exists or would result therefrom<; provided thattherefrom and (ii) any sale, during the period from and after the Amendment Effective Date until transfer, lease or disposition permitted by clause (but not includinga)(2), (3) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties4) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>above.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its their respective Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing (and subject to compliance with Section 5.11(a) as applicable) or Event of Default exists at the time of such transaction or would result therefrom (i) any Person (other than the Company or any other Parent Company) may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than Subsidiary of the Company or the Borrower) Borrower may merge into any other Subsidiary in of the Borrower or any other Person; provided that, (A) if such merger involves a transaction in which Guarantor, the surviving entity shall be a Guarantor or shall become a Guarantor upon the consummation of such merger and (B) in the case of a merger with a Person who is not the Borrower or a SubsidiarySubsidiary of the Borrower, the conditions in Section 6.03(c) shall be satisfied as a condition thereto if the Borrower or Subsidiary of the Borrower is not the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or the Company who is not a Material Subsidiary or the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to another Subsidiary, have a Material Adverse Effect and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) its Subsidiaries may make dispositions permitted by Section 6.03(c). The Borrower will not, and will not permit the Company or any of its their respective Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its their respective Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) thereto or reasonable extensions thereof. The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 or all of their assets, except (to the extent applicablenot otherwise prohibited by this Agreement or any other Loan Document): dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents; other dispositions by the Borrower, Kerrow and their respective Subsidiaries; provided that (x) after giving effect thereto thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 6.12 6.12) and (y) no Default or Event of Default exists at the time of such disposition or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Liens permitted pursuant to Section 6.02. The Borrower maywill not, and may will not permit the Company or any Subsidiary of their respective Subsidiaries to, sellamend, transfer repeal or otherwise dispose modify (x) any organizational documents of properties any of the foregoing that could reasonably be expected to impair the rights of any Credit Party or otherwise have a Material Adverse Effect, or (b) any accounting policies or reporting policies (other than those changes required by the Financial Accounting Standards Board, the SEC or other assets (including Unencumbered Properties) only if such sale Governmental Authority that is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(bapplicable regulatory body)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, Subsidiary and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) . The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) . The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and ny-11773361177179 after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no other Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b).>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its their respective Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing (and subject to compliance with Section 5.11(a) as applicable) or Event of Default exists at the time of such transaction or would result therefrom (i) any Person (other than the Company or any other Parent Company) may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than Subsidiary of the Company or the Borrower) Borrower may merge into any other Subsidiary in of the Borrower or any other Person; provided that, (A) if such merger involves a transaction in which Guarantor or Pledgor, the surviving entity shall be a Guarantor or a Pledgor, as applicable, or shall become a Guarantor or a Pledgor, as applicable, upon the consummation of such merger and (B) in the case of a merger with a Person who is not the Borrower or a SubsidiarySubsidiary of the Borrower, the conditions in Section 6.03(c) shall be satisfied as a condition thereto if the Borrower or Subsidiary of the Borrower is not the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower who is not a Material Subsidiary or a Guarantor may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to another Subsidiary, have a Material Adverse Effect and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect theretoits Subsidiaries may make dispositions permitted by Section 6.03(c). (b) The Borrower will not, and will not permit the Company or any of its their respective Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its their respective Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretothereto or reasonable extensions thereof. (c) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 or all of their assets, except (to the extent applicable, not otherwise prohibited by this Agreement or any other Loan Document): (i) dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents; (ii) other dispositions by the Borrower and its Subsidiaries; provided that (x) after giving effect thereto thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 6.12 and (y) no Default or Event of Default exists at the time of such disposition or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until and (but not includingiii) the Covenant Compliance Date, the Liens permitted pursuant to Section 6.02. (d) The Borrower maywill not, and may will not permit the Company or any Subsidiary of their respective Subsidiaries to, sellamend, transfer repeal or otherwise dispose modify (x) any organizational documents of properties any of the foregoing that could reasonably be expected to impair the rights of any Credit Party or otherwise have a Material Adverse Effect, or (b) any accounting policies or reporting policies (other than those changes required by the Financial Accounting Standards Board, the SEC or other assets (including Unencumbered Properties) only if such sale Governmental Authority that is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(bapplicable regulatory body)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its their respective Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing (and subject to compliance with Section 5.11(a) as applicable) or Event of Default exists at the time of such transaction or would result therefrom (i) any Person (other than the Company or any other Parent Company) may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than Subsidiary of the Company or the Borrower) Borrower may merge into any other Subsidiary in of the Borrower or any other Person; provided that, (A) if such merger involves a transaction in which Guarantor, the surviving entity shall be a Guarantor or shall become a Guarantor upon the consummation of such merger and (B) in the case of a merger with a Person who is not the Borrower or a SubsidiarySubsidiary of the Borrower, the conditions in Section 6.03(c) shall be satisfied as a condition thereto if the Borrower or Subsidiary of the Borrower is not the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or the Company who is not a Material Subsidiary or the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to another Subsidiary, have a Material Adverse Effect and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect theretoits Subsidiaries may make dispositions permitted by Section 6.03(c). (b) The Borrower will not, and will not permit the Company or any of its their respective Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its their respective Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretothereto or reasonable extensions thereof. (c) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 or all of their assets, except (to the extent applicablenot otherwise prohibited by this Agreement or any other Loan Document): (i) dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents; (ii) other dispositions by the Borrower, Kerrow and their respective Subsidiaries; provided that (x) after giving effect thereto thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 6.12 6.12) and (y) no Default or Event of Default exists at the time of such disposition or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until and (but not includingiii) the Covenant Compliance Date, the Liens permitted pursuant to Section 6.02. (d) The Borrower maywill not, and may will not permit the Company or any Subsidiary of their respective Subsidiaries to, sellamend, transfer repeal or otherwise dispose modify (x) any organizational documents of properties any of the foregoing that could reasonably be expected to impair the rights of any Credit Party or otherwise have a Material Adverse Effect, or (b) any accounting policies or reporting policies (other than those changes required by the Financial Accounting Standards Board, the SEC or other assets (including Unencumbered Properties) only if such sale Governmental Authority that is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(bapplicable regulatory body)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its their respective Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing (and subject to compliance with Section 5.11(a) as applicable) or Event of Default exists at the time of such transaction or would result therefrom (i) any Person (other than the Company or any other Parent Company) may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than Subsidiary of the Company or the Borrower) Borrower may merge into any other Subsidiary in of the Borrower or any other Person; provided that, (A) if such merger involves a transaction in which Guarantor, the surviving entity shall be a Guarantor or shall become a Guarantor upon the consummation of such merger and (B) in the case of a merger with a Person who is not the Borrower or a SubsidiarySubsidiary of the Borrower, the conditions in Section 6.03(c) shall be satisfied as a condition thereto if the Borrower or Subsidiary of the Borrower is not the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or the Company who is not a Material Subsidiary or the Borrower may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to another Subsidiary, have a Material Adverse Effect and (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect theretoits Subsidiaries may make dispositions permitted by Section 6.03(c). (b) The Borrower will not, and will not permit the Company or any of its their respective Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its their respective Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretothereto or reasonable extensions thereof. (c) The Borrower will not, and will not permit the Company or any Subsidiary of their respective Subsidiaries to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 or all of their assets, except (to the extent applicablenot otherwise prohibited by this Agreement or any other Loan Document): (i) dispositions of cash and Cash Equivalents in connection with any transactions not otherwise prohibited by the Loan Documents; (ii) other dispositions by the Borrower, Xxxxxx and their respective Subsidiaries; provided that (x) after giving effect thereto thereto, the Borrower is in pro forma compliance with each of the financial covenants set forth in this Agreement (including the financial covenants under Section 6.12 6.12) and (y) no Default or Event of Default exists at the time of such disposition or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until and (but not includingiii) the Covenant Compliance Date, the Liens permitted pursuant to Section 6.02. (d) The Borrower maywill not, and may will not permit the Company or any Subsidiary of their respective Subsidiaries to, sellamend, transfer repeal or otherwise dispose modify (x) any organizational documents of properties any of the foregoing that could reasonably be expected to impair the rights of any Credit Party or otherwise have a Material Adverse Effect, or (b) any accounting policies or reporting policies (other than those changes required by the Financial Accounting Standards Board, the SEC or other assets (including Unencumbered Properties) only if such sale Governmental Authority that is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(bapplicable regulatory body)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or the Borrower is the surviving entity, (ii) any Person (other than the Company or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (ba) The Borrower will not, and will not permit the Company or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (cb) The Borrower will not, and will not permit the Company or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless the Borrower complies with Section 5.10 to the extent applicable, and after giving effect thereto the Borrower is in compliance with the financial covenants set forth in Section 6.12 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from and after the Amendment Effective Date until (but not including) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance with Section 2.11(b)>.

Fundamental Changes; Changes in Business; Asset Sales. (a) The Borrower will not, and will not permit the Company REIT or any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, assets (including all or substantially all of the Equity Interests in any of its Subsidiaries) (in each case, whether now owned or hereafter acquired), 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 (and subject to compliance with Section 5.11(a) as applicable) (i) any Person may merge into the Company REIT or the Borrower in a transaction in which the Company REIT or the Borrower is the surviving entity, (ii) any Person (other than the Company REIT or the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if the merging entity is a Subsidiary Guarantor, then the surviving entity shall be a Subsidiary Guarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided that if the disposing entity is a Subsidiary Guarantor, then the acquiring entity shall be the Borrower or a Subsidiary Guarantor, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to another Person and (v) the Borrower and/or the Company REIT may sell, transfer or otherwise dispose of the Equity Interests in any of its Subsidiaries if (x) the Borrower determines in good faith that such sale, transfer, liquidation, dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) no Default or Event of Default has occurred and is continuing, or would occur after giving effect thereto. (b) The Borrower will not, and will not permit the Company REIT or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the CompanyREIT, the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not, and will not permit the Company REIT or any Subsidiary to, sell, encumber, transfer or otherwise dispose of any asset unless (i)(x) such sale, transfer or disposition is of cash and Cash Equivalents in connection with any transaction not otherwise prohibited by the Borrower complies with Section 5.10 to the extent applicable, and Loan Documents or (y) after giving effect thereto thereto, the Borrower is in compliance with the financial covenants set forth in Section 6.12 6.11 and no Default or Event of Default exists or would result therefrom<; provided that, during the period from therefrom and after the Amendment Effective Date until (but not includingii) the Covenant Compliance Date, the Borrower may, and may permit the Company or any Subsidiary to, sell, transfer or otherwise dispose of properties or other assets (including Unencumbered Properties) only if such sale is made in an arm’s length transaction (in the Borrower’s good faith determination) and the Net Cash Proceeds thereof are applied in accordance complies with Section 2.11(b)>5.10 to the extent applicable.