Common use of MERGER, CONSOLIDATION, TRANSFER OF ASSETS Clause in Contracts

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a) Merge with or into, or consolidate with, any other Person, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or (b) acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (i) all or substantially all of the assets of Borrower or any Significant Guarantor, or (ii) except in the ordinary course of business and for fair and reasonable consideration, any substantial or material part of the assets of Borrower and the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c) shall not prohibit (1) Transfers in connection with the creation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all of the assets of a Significant Guarantor) to Borrower or to another Subsidiary that (A) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in full.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject Cause, permit, participate in or suffer to occur, any of the last sentence following (including by way of this Section 6.2: division): (a) Merge merge with or into, or consolidate with, with any other Personperson or entity; provided, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVERhowever, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that may merge into Borrower so long as Borrower is the surviving Personentity; (b) make any substantial change in the nature of the business of Borrower, any Guarantor or any subsidiary of Borrower or Guarantor as conducted as of the date hereof; (Bc) among Subsidiaries make any material change in the existing executive management personnel of an Borrower, any Guarantor or any subsidiary of Borrower or Guarantor; (provided that d) except as expressly set forth in Section 4.11, liquidate or dissolve the Subsidiary business of Borrower, any Guarantor or any subsidiary of Borrower or Guarantor or make any change in the organizational structure of Borrower or any Guarantor (including, by illustration, by merger, conversion or division) that is not expressly permitted under the surviving Person is terms of a Loan Document; provided, however, that a Guarantor or, if such Subsidiary will meet or a subsidiary of Borrower or a Guarantor may liquidate or dissolve so long as all of the definition of "Guarantor" as a result rights and assets of such mergerGuarantor or subsidiary are transferred and/or assigned to Borrower or a continuing Guarantor; (e) become a member or partner in a joint venture, on partnership or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty)limited liability company; or (bf) acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person person or entity (other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii) as of the closing of such acquisitiondivision, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower business unit or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and of any other entity), or acquire any assets outside the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line ordinary course of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agentany Loan Party or any Subsidiary of any Loan Party, no later other than five in connection with a Permitted Acquisition; (5g) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sellsell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (i) all or substantially all of the assets of Borrower, any Guarantor or any subsidiary of Borrower or any Significant Guarantor, or (ii) except for the sale of Inventory in the ordinary course of its business and for fair and reasonable consideration, any substantial or material part of except as permitted under the assets of Borrower and the Subsidiaries, considered as a wholeforegoing clause (d); PROVIDED, HOWEVER, that this Section 6.2(c(h) shall not prohibit (1) Transfers other than in connection with the creation of operating leases a Permitted Acquisition, create or Capital Leases not prohibited by Section 6.4 acquire any subsidiary; provided, however, that if a subsidiary is created or 6.7; (2) Transfers by any Subsidiary (other than acquired in connection with a Transfer of all or substantially all Permitted Acquisition, Borrower shall cause such subsidiary to execute a guaranty of the assets Obligations and deliver copies of a Significant Guarantor) to Borrower or to another Subsidiary that (A) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed its organizational documents and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps certificates as may be necessary to release in connection therewith, and such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at subsidiary shall thereafter be a time when a Default or Event of Default has occurred and is continuing, Guarantor; (i) enter into any other transaction outside the merger into Borrower ordinary course of business (including any sale and leaseback transaction); or another Subsidiary (j) liquidate, wind up, or dissolve itself or suspend or cease operation of a Significant Guarantor, substantial portion of its business (ii) except in accordance with the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or foregoing clause (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fulld)).

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a1) Merge with or into, or consolidate with, any other Person, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided PROVIDED that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or (b2) acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (other than from Borrower or a Subsidiary), or become contractually obligated to do so, unless: (i1) Borrower's Board of Directors has determined in its reasonable business judgement judgment that such acquisition Acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii2) as a Responsible Officer of Borrower shall have certified to Agent and the Lenders that, with respect to any Acquisition, both immediately prior to and after the closing of such acquisitionAcquisition, and in each case, determined on a pro forma basis as of the last day of the most recent fiscal quarter for the applicable fiscal periods required under Section 5.6 and as if such Acquisition had occurred immediately prior to the beginning of such applicable period, (A) Borrower would be is in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as and (B) no consent of the end Lenders for such Acquisition is required; consent of all of the most recently concluded fiscal quarter and as if such acquisition had occurred Lenders for any Acquisition is required, except for any Acquisition (x) for which, on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended a pro forma basis, as of the last day of the most recent fiscal quarter for the four fiscal quarter period ending on such most recently completed fiscal quarterdate, the ratio of Funded Debt to EBITDA is less than 1.00 to 1.00, or (y) if such ratio of Funded Debt to EBITDA for such period is greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00, the aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) for such Acquisition is not greater than $75,000,000, or (z) if such ratio of Funded Debt to EBITDA for such period is greater than or equal to 2.00 to 1.00 (but otherwise complies with the requirements of Section 5.6(a), the aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) for such Acquisition is not greater than $35,000,000; and (iii3) if such acquisition Acquisition (A) would require the consent of the Lenders or (B) involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Date (including any Person that would become a Vehicle Auction Finance Subsidiary): Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition Acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisitionAcquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition Acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c3) Sell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (iA) all or substantially all of the assets of Borrower or any Significant Guarantor, or (iiB) except in the ordinary course of business and for fair and reasonable consideration, any substantial or material part of the assets of Borrower and the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c) shall not prohibit (1) Transfers in connection with the creation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all of the assets of a Significant Guarantor) to Borrower or to another Subsidiary that (A) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullfull when due. Nothing in the foregoing sentence shall limit the requirement for consent of all of the Lenders to any transaction under Section 6.2 if such consent would otherwise be required.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a) Merge into or consolidate with or intoany other entity, or permit any of its Subsidiaries to merge into or consolidate with, with any other Personentity, except (i) in connection with a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; Permitted Acquisition permitted hereunder or (ii) in a transaction the case of any merger or consolidation of any Subsidiary of Borrower into or with any other Subsidiary of Borrower (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor orso long as, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on merger or before the date of such Transfer has executed and delivered to Agent consolidation involves a Subsidiary GuarantyGuarantor, such Subsidiary Guarantor remains the surviving entity in any such merger or consolidation) or with or into Borrower (so long as Borrower remains the surviving entity in any such merger or consolidation); or (b) acquire all or substantially all of the capital stockmake, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or permit any of its Subsidiaries; (ii) Subsidiaries to make, any substantial change in the nature of Borrower’s or any Subsidiary Guarantor’s business as conducted as of the closing date hereof; acquire, or permit any of such acquisitionits Subsidiaries to acquire, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (i) all or substantially all of the assets of Borrower any other entity, except in connection with a Permitted Acquisition. (b) Sell, lease, assign, transfer or otherwise dispose of, or permit any Significant Guarantorof its Subsidiaries to sell, lease, assign, transfer or otherwise dispose of, (i) any Intellectual Property that is necessary or material to the conduct of its business other than the licensing, on a non-exclusive basis, of Intellectual Property in the ordinary course of business, or (ii) except any of its other assets, except, in the case of this clause (ii), (A) in the ordinary course of business and for fair and reasonable considerationits business, any substantial or material part of the assets of Borrower and the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c(B) shall not prohibit (1) Transfers in connection with the creation liquidation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary that is not a Material Subsidiary, (other than a Transfer C) in connection with the liquidation of all or substantially all of the any Subsidiary Guarantor so long as such assets of a Significant Guarantor) are transferred to Borrower or any Subsidiary Guarantor, (D) in connection with the liquidation of any Material Foreign Subsidiary so long as such assets are transferred to another Borrower, any Subsidiary that Guarantor, or any Material Foreign Subsidiary, (AE) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution in transactions expressly permitted under Section 6.6 hereof. In the event that any Transfer permitted 6.04(a), Section 6.06, Section 6.07, or Section 6.08, or (F) in a single transaction in an amount not to exceed One Million One Hundred and Fifty Thousand Dollars ($1,150,000.00) and, together with all other dispositions of assets under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine6.04(b)(ii)(F), in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullan aggregate amount not to exceed Five Million Seven Hundred and Fifty Thousand Dollars ($5,750,000.00).

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a) Merge into or consolidate with or intoany other entity, or permit any of its Subsidiaries to merge into or consolidate with, with any other Personentity, except (i) in connection with a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; Permitted Acquisition permitted hereunder or (ii) in a transaction the case of any merger or consolidation of any Subsidiary of Borrower into or with any other Subsidiary of Borrower (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor orso long as, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on merger or before the date of such Transfer has executed and delivered to Agent consolidation involves a Subsidiary GuarantyGuarantor, such Subsidiary Guarantor remains the surviving entity in any such merger or consolidation) or with or into Borrower (so long as Borrower remains the surviving entity in any such merger or consolidation); or (b) acquire all or substantially all of the capital stockmake, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or permit any of its Subsidiaries; (ii) Subsidiaries to make, any substantial change in the nature of Borrower’s or any Subsidiary Guarantor’s business as conducted as of the closing date hereof; acquire, or permit any of such acquisitionits Subsidiaries to acquire, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (i) all or substantially all of the assets of Borrower any other entity, except in connection with a Permitted Acquisition. (b) Sell, lease, assign, transfer or otherwise dispose of, or permit any Significant Guarantorof its Subsidiaries to sell, lease, assign, transfer or otherwise dispose of, (i) any Intellectual Property that is necessary or material to the conduct of its business other than the licensing, on a non-exclusive basis, of Intellectual Property in the ordinary course of business, or (ii) except any of its other assets, except, in the case of this clause (ii), (A) in the ordinary course of business and for fair and reasonable considerationits business, any substantial or material part of the assets of Borrower and the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c(B) shall not prohibit (1) Transfers in connection with the creation liquidation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary that is not a Material Subsidiary, (other than a Transfer C) in connection with the liquidation of all or substantially all of the any Subsidiary Guarantor so long as such assets of a Significant Guarantor) are transferred to Borrower or any Subsidiary Guarantor, (D) in connection with the liquidation of any Material Foreign Subsidiary so long as such assets are transferred to another Borrower, any Subsidiary that Guarantor, or any Material Foreign Subsidiary, (AE) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution in transactions expressly permitted under Section 6.6 hereof. In the event that any Transfer permitted 6.04(a), 6.06, 6.07, or 6.08, or (F) in a single transaction in an amount not to exceed One Million Dollars ($1,000,000.00) and, together with all other dispositions of assets under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine6.04(b)(ii)(F), in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullan aggregate amount not to exceed Five Million Dollars ($5,000,000.00).

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a) Merge with or into, into or consolidate with, with any other Personentity, except other than mergers or consolidations of Subsidiaries into and with (i) in a transaction complying Borrower (with Section 6.2(b) in which Borrower or the relevant Subsidiary is as the surviving Person (or, in the case of a transaction complying with Section 6.2(bentity) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) another Subsidiary, including in a transaction (A) between Borrower and one or more Subsidiaries (either case in connection with Permitted Acquisitions; provided that Borrower is may reorganize Subsidiaries that are Foreign Subsidiaries to an organization in which such Foreign Subsidiaries are Subsidiaries of a newly formed foreign holding company (or newly formed foreign holding companies) so long as no Event of Default or Potential Event of Default shall have occurred and be continuing or would result after giving effect to any such reorganization (the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty“Foreign Operations Consolidation”); or; (b) make any substantial change in the nature of Borrower’s or the Material Subsidiaries’ businesses as conducted as of the date hereof not reasonably related to such businesses as of the date hereof; (c) acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (Person, other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead pursuant to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be metPermitted Acquisitions; or (cd) Sellsell, lease, transfer or otherwise dispose of (any such actioneach, a "Transfer")“Disposition”) of Borrower’s or any Material Subsidiary’s assets, except: (i) all Dispositions of obsolete, worn-out or substantially all of the assets of Borrower or any Significant Guarantor, or (ii) except surplus property in the ordinary course of business and business; (ii) non-exclusive licenses for fair and reasonable consideration, any substantial or material part the use of the assets intellectual property of Borrower such licensor and the Subsidiaries, considered exclusive licenses of intellectual property rights so long as a whole; PROVIDED, HOWEVER, that this Section 6.2(c) shall not prohibit (1) Transfers in connection with the creation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all of the assets economic value of the intellectual property rights is retained by the licensor; (iii) Dispositions by a Significant Guarantor) to Borrower or non-Obligor Subsidiary to another non-Obligor Subsidiary; (iv) Dispositions of Equity Interests in any Subsidiary that (A) is a Guarantor or (B) if in order to qualify members of the board of directors of such Subsidiary will meet the definition of "Guarantor" if required by applicable law; (v) involuntary Dispositions as a result of such Transferany loss of, on damage to, or before the date destruction of, or any condemnation or other taking for public use of, any property of such Transfer has executed and delivered to Agent a Subsidiary GuarantyPerson; (vi) Dispositions of assets for at least fair market value (as determined by the board of directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any fiscal year does not exceed $5,000,000; or and (3vii) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involvewound up or dissolved, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all any part of the its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of a Significant Guarantor transactions, to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullan Obligor.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: (a) Merge with or into, into or consolidate with, with any other Person, except Person other than any merger or consolidation (i) in of a transaction complying Domestic Subsidiary with Section 6.2(b) in which Borrower or another Domestic Subsidiary so long as Borrower is the relevant surviving entity in any such merger or consolidation involving Borrower, (ii) of a Foreign Subsidiary with any other Subsidiary of Borrower so long as the Domestic Subsidiary is the surviving Person (or, entity in the case of a transaction complying with Section 6.2(b) involving the any such merger or consolidation involving a Domestic Subsidiary, or (iii) as a result of a Subsidiary, in which Permitted Acquisition (and only so long as Borrower or the previously existing Subsidiary of Borrower is the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date entity of any such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or; (b) acquire Make any substantial change in the nature of Borrower’s or any of its Subsidiaries’ business as conducted as of the date hereof; {Z0022852/25 } 18 (c) Acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (or otherwise consummate any Acquisition, other than from Borrower than, or as a Subsidiary)result of, unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiariesa Permitted Acquisition; (ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (cd) Sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower’s or any of its Subsidiaries’ assets other than pursuant to a Permitted Disposition; or (e) Consummate any Acquisition if such action, a "Transfer") Acquisition would cause (i) all or substantially all the sum of the assets aggregate consideration for all Acquisitions by Borrower and its Subsidiaries consummated during the term of Borrower or any Significant Guarantor, the Line of Credit plus the aggregate consideration of such proposed Acquisition to exceed $70,000,000 or (ii) except in if such proposed Acquisition is structured as a joint venture, the ordinary course of business and for fair and reasonable consideration, any substantial or material part sum of the assets of aggregate consideration for all Acquisitions by Borrower and its Subsidiaries structured as joint ventures consummated during the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c) shall not prohibit (1) Transfers in connection with the creation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all term of the assets Line of a Significant Guarantor) to Borrower or to another Subsidiary that (A) is a Guarantor or (B) if such Subsidiary will meet Credit plus the definition of "Guarantor" as a result aggregate consideration of such Transfer, on or before the date of such Transfer has executed and delivered proposed Acquisition to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation or dissolution of a Significant Guarantor, Borrower shall first obtain the prior written consent of the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullexceed $2,500,000.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other entity, except for (a) Merge with or into, or consolidate with, any other Person, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or wholly-owned Subsidiary of Borrower into Borrower (ii) in a transaction (A) between with Borrower and one or more Subsidiaries (provided that Borrower is as the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor orsurvivor thereof), if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or (b) the merger of any wholly-owned U.S. Subsidiary of Borrower with another wholly-owned U.S. Subsidiary of Borrower, and (c) the merger of any wholly-owned Foreign Subsidiary of Borrower into another wholly-owned Foreign Subsidiary of Borrower; make any substantial change in the nature of any of their businesses as conducted as of the date hereof; acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person person or entity, except for Permitted U.S. Acquisitions (other than from Borrower or a Subsidiary), unless: as defined below) and Permitted Foreign Acquisitions (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarterdefined below); and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sellnor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's or any Subsidiary's assets except in the ordinary course of business. As used herein, "Permitted U.S. Acquisitions" means any acquisition by Borrower or any wholly-owned U.S. Subsidiary of Borrower of (any such action, a "Transfer") (ia) all or substantially all of the operating assets of Borrower any person or any Significant Guarantorentity, or (iib) except in the ordinary course of business and for fair and reasonable consideration, any substantial or material part of the assets of Borrower and the Subsidiaries, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c) shall not prohibit (1) Transfers in connection with the creation of operating leases or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all of the assets stock of a Significant Guarantor) to Borrower or to another Subsidiary that (A) is a Guarantor any corporation, or (Bc) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transfer, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets ownership interest in any limited liability company; provided, however, that all of the following conditions are satisfied: (i) The assets, entity or line of business which is acquired is in a Significant Guarantor to substantially similar or related or vertically integrated line of business as that of Borrower or another Subsidiary, or any of its U.S. Subsidiaries as their businesses are conducted on the date of this Agreement. (ii) The acquisition is consummated in compliance with applicable law. (iii) There is no Event of Default, nor any act, condition or event which with the liquidation giving of notice or dissolution the passage of time or both would constitute an Event of Default, and no such Event of Default or potential Event of Default would result after giving effect to the acquisition. (iv) Any operating assets which are acquired are located in the U.S., and any entity which is acquired is organized under the laws of a Significant Guarantorjurisdiction within the U.S. and with all of its assets located in the U.S. (v) Borrower gives Bank at least thirty (30) days prior written notice of the acquisition. (vi) In the case of any entity which is acquired, such entity shall provide Bank with a guaranty in accordance with Section 1.6 herein, security for its guaranty in accordance with Section 1.7 herein, and such related documents, instruments and agreements as may be required by Bank hereunder. (vii) Borrower shall first obtain furnish Bank with copies of such documents and information pertaining to the prior written consent acquisition as Bank may require. (viii) The consideration for the acquisition shall consist solely of cash. (ix) Neither Borrower nor any Subsidiary shall issue any note, assume any liabilities or otherwise incur any indebtedness in connection with the Majority Lenders, which consent shall be withheld only if the Majority Lenders determine, in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits being repaid in fullacquisition.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2: Merge into or consolidate with any other entity other than (a) Merge with or into, or consolidate with, any other Person, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a SubsidiarySubsidiary into Borrower, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or (b) Permitted Transactions (as defined below); make any substantial change in the nature of Borrower’s business as conducted as of the date hereof; acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (entity other than from Borrower or a Subsidiary), unless: (i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries; (ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter)Permitted Transactions; and (iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date: Borrower shall have delivered to Agent, no later than five (5) Business Days prior to the closing thereof, notice and a description of such acquisition and (unless Majority Lenders have waived delivery thereof, based on such other information as may have been provided to the Lenders with respect to such acquisition) calculations, based on pro forma financial statements of Borrower as of the end of the most recently completed fiscal quarter of Borrower giving pro forma effect to such acquisition as of such date, establishing that the requirements of the foregoing clause (ii) will be met; or (c) Sellnor sell, lease, transfer or otherwise dispose of (any such action, a "Transfer") (i) all or substantially all a substantial or material portion of the Borrower’s assets of Borrower or any Significant Guarantor, or except (iix) except in the ordinary course of business and for fair and reasonable considerationits business, any substantial or material part (y) the sale of the real property described in Schedule 5.5 and the buildings, fixtures and improvements thereon, and all or substantially all raw materials, work in progress, packaging, supplies, sales-aids, display items, accessories, other inventory, equipment, and fixed assets at such location (provided that the net proceeds thereof are applied to reduce the outstanding principal balance of the Line of Credit) or (z) as permitted in the Security Agreements executed by Borrower and Subsidiary. “Permitted Transactions” means (i) mergers with other entities whose businesses are substantially similar to that of Borrower’s or Subsidiary’s so long as Borrower or Subsidiary is the Subsidiariessurviving entity, considered as a whole; PROVIDED, HOWEVER, that this Section 6.2(c(ii) shall not prohibit (1) Transfers in connection with the creation of operating leases acquisition by Borrower or Capital Leases not prohibited by Section 6.4 or 6.7; (2) Transfers by any Subsidiary (other than a Transfer of all or substantially all of the assets of a Significant Guarantor) to Borrower other entities or to another Subsidiary that (A) is a Guarantor or (B) if such Subsidiary will meet the definition of "Guarantor" as a result of such Transferdivisions thereof, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty; or (3) Transfers constituting a dividend or other distribution permitted under Section 6.6 hereof. In the event that any Transfer permitted under this Section 6.2(c) shall cause a Subsidiary to no longer fall within the definition of a "Guarantor", Agent and the Lenders shall take such steps as may be necessary to release such Guarantor from its obligations to Agent and the Lenders hereunder and under any Subsidiary Guaranty. If any of the transactions otherwise permitted under this Section 6.2 would involve, at a time when a Default or Event of Default has occurred and is continuing, (i) the merger into Borrower or another Subsidiary of a Significant Guarantor, (ii) the Transfer of all or substantially all of the assets of a Significant Guarantor to Borrower or another Subsidiary, or (iii) the liquidation acquisition by Borrower or dissolution Subsidiary of a Significant Guarantor, Borrower shall first obtain the prior written consent not less than 50.1% of the Majority Lendersoutstanding ownership interests in other entities, which consent and, with respect to all of the foregoing, the aggregate consideration paid or payable (in whatever form, including, cash notes, stock in Borrower or Subsidiary or other property) by Borrower and Subsidiary in any fiscal year does not exceed $5,000,000.00. At the time of the sales described in Section 5.5(a)(y) above Bank shall be withheld only if the Majority Lenders determine, release in fact and of record all of its security in the reasonable exercise of their discretion, that such transaction would materially adversely affect the prospect of the Credits assets being repaid in fullsold.