Common use of Mergers, Acquisitions, Sales, etc Clause in Contracts

Mergers, Acquisitions, Sales, etc. Seller shall not (i) be a party to any merger, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where the Buyer, the Administrative Agent (personal property purchased as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective datea capital expenditure item, (Bii) within thirty (30) days following the effectiveness thereofsales of accounts receivable pursuant to a securitization program, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied provided further that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested any program costs incurred by the Buyer or the Administrative Agent Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (as Issuer’s assigneeiii) shall have been taken by, and at the expense of, Seller other asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other requested documents from public officials) or (ii) directly or indirectly sellprovisions hereof; provided, transferfurther, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) that the foregoing restrictions on asset purchases shall not apply to an Originator or (II) if prior asset purchases by Borrower to the effective date thereof or in connection therewith extent that (i) this Agreement after giving effect to such purchases, Borrower is or has been terminated in compliance with Section 7.04 hereof and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof Board of Directors or (B) any Receivables other governing body of such Person whose assets or Related Rights or any interest therein (other than stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith clauses (i) this Agreement is or has been terminated and ), (ii) or (iii) or the Administrative Agent (second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where the Buyer, the Administrative Agent (personal property purchased as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective datea capital expenditure item, (Bii) within thirty (30) days following the effectiveness thereofsales of accounts receivable pursuant to a securitization program, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied provided further that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested any program costs incurred by the Buyer or the Administrative Agent Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (as Issuer’s assigneeiii) shall have been taken by, and at the expense of, Seller other asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other requested documents from public officials) or (ii) directly or indirectly sellprovisions hereof-, transferprovided, assignfurther, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) that the foregoing restrictions on asset purchases shall not apply to an Originator or (II) if prior asset purchases by Borrower to the effective date thereof or in connection therewith extent that (i) this Agreement after giving effect to such purchases, Borrower is or has been terminated in compliance with Section 7.04 hereof and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof Board of Directors or (B) any Receivables other governing body of such Person whose assets or Related Rights or any interest therein (other than stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith clauses (i) this Agreement is or has been terminated and ), (ii) or (iii) or the Administrative Agent (second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where the Buyer, the Administrative Agent (personal property purchased as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective datea capital expenditure item, (Bii) within thirty (30) days following the effectiveness thereofsales of accounts receivable pursuant to a securitization program, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied provided further that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested any program costs incurred by the Buyer or the Administrative Agent Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (as Issuer’s assigneeiii) shall have been taken by, and at the expense of, Seller other asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other requested documents from public officialsprovisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that after giving effect to such purchases, Borrower is in compliance with Section 8.04 hereof; provided, however, that no transaction pursuant to clauses (i), (ii) or (iiiii) directly or indirectly sell, transfer, assign, convey the second or lease (A) whether in one third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a series result of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereofsuch transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate --------------------------------- with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or, except for the purchase of capital stock as an investment in a Subsidiary as permitted by subsection (a) in Section 8.4, below, purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a party capital expenditure item having comparable values, (ii) sale, lease or transfer of assets of the Borrower or any Subsidiary to the Borrower or to any merger, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective dateSubsidiary, (Biii) within thirty (30) days following sales of inventory in the effectiveness thereofordinary course of business, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (Civ) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's assets, since the Closing Date; and, provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and other requested documents from public officialsanother entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with Section 8.3 hereof; provided, however, that no transaction pursuant to clauses (i), (ii), (iv) or (ii) directly the second proviso above shall be permitted if any Default or indirectly sell, transfer, assign, convey Event of Default otherwise exists at the time of such transaction or lease (A) whether in one or would otherwise exist as a series result of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereofsuch transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with or, except as permitted pursuant to Section 8.4, acquire all or any portion of the equity of any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries); provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a party capital expenditure item having comparable values, (ii) sale, lease or transfer of assets of the Borrower or any Subsidiary to the Borrower or to any merger, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective dateSubsidiary, (Biii) within thirty sales of inventory or real property in the ordinary course of business, (30iv) days following the effectiveness thereofdispositions of obsolete, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer damaged or the Administrative Agent shall reasonably request unusable assets and (Cv) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates such other asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not, during any twelve (12) month period, exceed fifteen percent (15%) of Borrower's assets; and, provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and other requested documents from public officialsanother entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower and mergers of a Subsidiary of Borrower and another entity so long as the resulting entity is a Wholly-Owned Subsidiary of Borrower; provided, however, that no transaction pursuant to clauses (i), (ii), (iv), (v) or (ii) directly the second proviso above shall be permitted if any Default or indirectly sell, transfer, assign, convey Event of Default otherwise exists at the time of such transaction or lease (A) whether in one or would otherwise exist as a series result of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereofsuch transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate --------------------------------- with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales -------- ------- shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where the Buyer, the Administrative Agent (personal property purchased as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective datea capital expenditure item, (Bii) within thirty (30) days following the effectiveness thereofsales of accounts receivable pursuant to a securitization program, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied provided further that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested any program costs incurred by the Buyer or the Administrative Agent Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (as Issuer’s assigneeiii) shall have been taken by, and at the expense of, Seller other asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing -------- ------- restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other requested documents from public officials) or (ii) directly or indirectly sellprovisions hereof; provided, transferfurther, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) that the -------- ------- foregoing restrictions on asset purchases shall not apply to an Originator or (II) if prior asset purchases by Borrower to the effective date thereof or in connection therewith extent that (i) this Agreement after giving effect to such purchases, Borrower is or has been terminated in compliance with Section 7.04 hereof and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof Board of Directors or (B) any Receivables other governing body of such Person whose assets or Related Rights or any interest therein (other than stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction -------- ------- pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith clauses (i) this Agreement is or has been terminated and ), (ii) or (iii) or the Administrative Agent (second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller (a) No Originator (other than any Originator that is also the Servicer under the Receivables Purchase Agreement, so long as such Originator remains the Servicer) shall not (i) be a party to any merger, consolidation or other corporate restructuring, except (I1) a merger of Seller (x) an Originator into another Originator, (y) a Subsidiary of the Parent into an Originator or (IIz) a merger of an Originator into a Subsidiary of the Parent; provided that if the Originator is not the surviving entity of any such merger, the surviving entity is added as an Originator pursuant to the provisions of Section 4.3 or (2) a merger, consolidation or other corporate restructuring where the Buyer, Buyer and the Administrative Agent (as Issuer’s assignee) and each Purchaser Administrator have each (A) received 30 days’ prior notice thereof no later than or promptly after the effective datethereof, (B) within thirty consented in writing thereto (30such consent not to be unreasonably withheld or delayed), (C) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent Administrator shall reasonably request and (CD) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative AgentAdministrator, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) Administrator shall have been taken by, and at the expense of, Seller such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officialsofficials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement). (b) except At any time when any Originator is also the Servicer under the Receivables Purchase Agreement, such Originator shall not sell substantially all of its business or assets and shall not merge or consolidate with or into any other Person unless (x) such sale, merger or consolidation is permitted by and complies with the applicable terms of the Receivables Purchase Agreement (including, without limitation, Section 2(m) of Exhibit IV thereof) and (y) if prior such Originator is not the surviving entity, concurrently therewith, such surviving entity shall have been added as an Originator pursuant to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereofprovisions of Section 4.3.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than with Parent or Borrower, or another Guarantor, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by Parent in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the Buyerstock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly Asset Value of asset sales occurring after the effective dateClosing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (B10%) within thirty (30) days following of Parent's Consolidated Net Worth, since the effectiveness thereofClosing Date, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (Civ) within thirty (30) days following sales of inventory in the effectiveness thereofordinary course of business; provided, been satisfied further, that all other action the foregoing restrictions on mergers shall not apply to perfect mergers involving Borrower or Parent and protect the interests of the Buyer and the Administrative Agentanother entity, on behalf of the Purchasersprovided Borrower or Parent, as the Issuer’s assigneecase may be, is the surviving entity, and mergers between another Subsidiary of Parent and Parent or between other Subsidiaries of Parent provided that, in either case, upon consummation of such mergers, Borrower and Parent are in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Parent to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith extent that (i) this Agreement after giving effect to such purchases, Parent is or has been terminated in compliance with Section 7.04 hereof and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof Board of Directors or (B) any Receivables other governing body of such Person whose assets or Related Rights or any interest therein (other than stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith clauses (i) this Agreement is or has been terminated and ), (ii) or (iii) or the Administrative Agent (second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or, except for the purchase of capital stock as an investment in a Subsidiary as permitted by subsections (a) and (b) in Section 8.3, below, purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) be sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a party capital expenditure item having comparable values, (ii) sale, lease or transfer of assets of the Borrower or any Subsidiary to the Borrower or to any merger, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective dateSubsidiary, (Biii) within thirty sales of inventory in the ordinary course of business, (30iv) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed twenty-five percent (25%) of Borrower's assets, since the Closing Date and other requested documents from public officials(v) the sale of accounts receivable in an amount permitted by Section 8.3(h) through an accounts receivable securitization program; provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with this Section 8.2; provided, however, that no transaction pursuant to clauses (i), (ii), (iv) or (ii) directly the second proviso above shall be permitted if any Default or indirectly sell, transfer, assign, convey Event of Default otherwise exists at the time of such transaction or lease (A) whether in one or would otherwise exist as a series result of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereofsuch transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions shall not be applicable to (i) be a party sales of inventory in the ordinary course of business, (ii) sales of accounts receivable (or of undivided ownership interests therein) pursuant to the Accounts Receivable Facilities so long as the total "Investment" of all purchasers of such accounts receivable under such Accounts Receivable Facilities shall not exceed $100,000,000 in aggregate amount outstanding at any mergertime, consolidation or other corporate restructuring, except (Iiii) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring Asset Sales where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each Asset Values do not exceed (A) received notice thereof no later than or promptly after the effective date, an amount equal to five percent (B5%) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer total assets of Interface and the Administrative Agentother Consolidated Companies on a consolidated basis in any fiscal year, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables an amount equal to ten percent (10%) of the total assets of Interface and the other Consolidated Subsidiaries on a cumulative consolidated basis after December 28, 1997, or Related Rights (iv) purchases or other acquisitions of all or any interest therein substantial portion of the property or assets of any Person (including capital stock) during any fiscal year, provided that in the case of any such purchase or other than pursuant acquisition (x) such transaction has been approved in advance by a majority of the board of directors of the seller, and (y) where the cash portion of the purchase price payable in such transaction exceeds $50,000,000, such transaction has been (1) demonstrated to this Agreement) except if the satisfaction of the Co-Agents, through the preparation and delivery by Interface to the Lenders prior to the effective date thereof or execution of a contractual obligation to make such purchase, of pro forma financial statements demonstrating the effect of such transaction (in connection therewith (i) such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Co-Agents), not to adversely affect the continued compliance of the Consolidated Companies with Section 7.09 and the other terms of this Agreement is or has been terminated Agreement, and (2) approved by the Required Lenders; provided, however, that no transaction pursuant to clauses (ii), (iii) or (iv) above shall be permitted if any Default or Event of Default otherwise exists at the Administrative Agent (time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transac- tion.

Mergers, Acquisitions, Sales, etc. Seller shall not (i) be Be a party to any merger, consolidation or other corporate restructuring, except (IA) a merger of Seller one Originator into another Originator (with an Originator being the surviving entity), (B) a Simplification Transaction or (IIC) a any other merger, consolidation or other corporate restructuring where the Buyer, Buyer and the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A1) received 30 days’ prior notice thereof no later than or promptly after the effective datethereof, (B2) within thirty consented in writing thereto, which consent shall not be unreasonably withheld, conditioned or delayed, (303) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C4) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assigneeCredit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officialsofficials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (Iother than (x) in accordance with the Transaction Documents, (y) pursuant to an Originator the prior written consent of the Buyer and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed or (IIz) if prior a sale, transfer, assignment, conveyance or leasing of assets to Buyer or any of Buyer’s Subsidiaries where the effective date thereof or in connection therewith (i) this Agreement is or has been terminated Buyer and (ii) the Administrative Agent have each (1) received 30 days’ prior notice thereof, (2) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as Issuer’s assignee) and each Purchaser shall have received notice thereof the Buyer or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent shall reasonably request and (3) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as Issuer’s assignee) and each Purchaser reasonably requested by the Buyer or the Administrative Agent shall have received notice thereofbeen taken by, and at the expense of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3)).

Mergers, Acquisitions, Sales, etc. Seller shall not (i) be Be a party to any merger, consolidation or other corporate restructuring, except (IA) a merger of Seller into an Originator Simplification Transaction or (IIB) a any other merger, consolidation or other corporate restructuring where the Buyer, Company and the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A1) received 30 days’ prior notice thereof no later than or promptly after the effective datethereof, (B2) within thirty consented in writing thereto, which consent shall not be unreasonably withheld, conditioned or delayed, (303) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer Company or the Administrative Agent shall reasonably request and (C4) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer Company and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assigneeCredit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer Company or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller of the Transferor (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officialsofficials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (Iother than (x) in accordance with the Transaction Documents, (y) pursuant to an Originator the prior written consent of the Company and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed or (IIz) if prior a sale, transfer, assignment, conveyance or leasing of assets to any of its Subsidiaries where the effective date thereof or in connection therewith (i) this Agreement is or has been terminated Company and (ii) the Administrative Agent have each (1) received 30 days’ prior notice thereof, (2) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as Issuer’s assignee) and each Purchaser shall have received notice thereof the Company or (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent shall reasonably request and (3) been satisfied that all other action to perfect and protect the interests of the Company and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as Issuer’s assignee) and each Purchaser reasonably requested by the Company or the Administrative Agent shall have received notice thereofbeen taken by, and at the expense of the Transferor (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3)).

Mergers, Acquisitions, Sales, etc. Seller shall not Consolidate or merge with or into any other Person (i) be a party to any merger, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officialswith another Originator) or (ii) directly or indirectly sell, transfer, assign, convey lease or lease (A) whether in one or a series of transactions, transfer all or substantially all of its property and assets except (I) other than to an Originator another Originator), or (II) if prior agree to do any of the effective date thereof or in connection therewith foregoing, unless (i) this Agreement no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default, Amortization Event or Unmatured Event of Default has occurred and is continuing or has been terminated and would result immediately after giving effect thereto, (ii) the such Originator shall have given Buyer and Administrative Agent not less than fifteen (as Issuer’s assignee15) Business Days’ prior written notice thereof, (iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially all of its property and each Purchaser shall have received notice thereof assets, the surviving corporation or the Person purchasing or being leased the assets is (A) a Subsidiary of Performance Guarantor and agrees to be bound by the terms and provisions of the Transaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under the laws of the United States, any Receivables state or Related Rights commonwealth thereof, the District of Columbia or any interest therein territory thereof, (other than pursuant iv) no Change in Control shall result, (v) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to this Agreement) except if prior Administrative Agent, that its obligations under the Performance Guaranty shall apply to the effective date thereof or surviving entity, (vi) Administrative Agent, the Required Lenders and Buyer have consented thereto in connection therewith (i) this Agreement is or has been terminated writing and (iivii) the Administrative Agent (receives such additional certifications, documents, instruments, agreements and opinions of counsel as Issuer’s assignee) it shall reasonably request, including as to the necessity and each Purchaser shall have received notice thereofadequacy of any new UCC financing statements or amendments to existing UCC financing statements or new intellectual property security agreements or intellectual property assignment agreements for filing with the applicable filing office under Applicable Law.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; PROVIDED, HOWEVER, that the foregoing restrictions shall not be applicable to: (a) (i) be mergers or consolidations of (x) any Subsidiary with any other Subsidiary which is a party to Guarantor, (y) any mergerSubsidiary with Borrower, consolidation or other corporate restructuringas long as Borrower is the surviving corporation, except (I) a merger of Seller into an Originator or (IIz) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) Foreign Subsidiary with another Foreign Subsidiary; or (ii) directly mergers or indirectly sell, transfer, assign, convey consolidations which result in Acquisitions of Persons engaged in businesses permitted by Section 7.07 of this Agreement where the surviving corporation is a wholly-owned Subsidiary of Borrower (or lease merged into Borrower) and such Acquisition is in compliance with subsection (Ac) whether in one or a series of transactions, all or substantially all of its assets except (I) to an Originator or (II) if prior to the effective date thereof or in connection therewith hereof; (i) this Agreement Asset Sales where, on the date of execution of a binding obligation to make such Asset Sale (provided that if the Asset Sale is or has been terminated not consummated within six (6) months of such execution, then on the date of consummation of such Asset Sale rather than on the date of execution of such binding obligation), (x) the Asset Value of Asset Sales occurring after the Closing Date, taking into account the Asset Value of the proposed Asset Sale, would not exceed 10% of Consolidated Net Worth, as calculated as of the most recently ended quarter of Borrower, and (y) the assets subject to such Asset Sale have not accounted for more than 10% of the Consolidated Net Income of the Borrower during the four most recently ended fiscal quarters of Borrower, and (ii) sales of inventory in the Administrative Agent ordinary course of business, and (c) Acquisitions (x) which have been approved in advance by a majority of the board of directors of the seller, (y) where the information required to be delivered to the Lenders pursuant to Section 6.07(h) has been provided, and (z) which are in compliance with the terms of Section 7.07, where the total consideration to be paid by the Consolidated Companies does not exceed (1) with respect to any Acquisition or related series of Acquisitions, 40% of the Consolidated Net Worth of Borrower, as Issuer’s assigneecalculated as of the last day of the most recently ended fiscal quarter of Borrower and (2) with respect to all Acquisitions made during such fiscal quarter and each Purchaser shall have received notice thereof the most recent three fiscal quarters of Borrower, an amount equal to 1.75 times the Consolidated EBITDA for the most recently ended four fiscal quarters of Borrower; PROVIDED, HOWEVER, that no transaction pursuant to subsections (a), (b)(i) or (Bc) above shall be permitted if any Receivables Default or Related Rights Event of Default otherwise exists at the time of such transaction or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated and (ii) the Administrative Agent (would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; PROVIDED, HOWEVER, that the foregoing restrictions on asset sales shall not be applicable to (i) be a party to any merger, consolidation sales of equipment or other corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation personal property being replaced by other equipment or other corporate restructuring where the Buyer, the Administrative Agent (personal property purchased as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective datea capital expenditure item, (Bii) within thirty (30) days following the effectiveness thereofsales of accounts receivable pursuant to a securitization program, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied provided further that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested any program costs incurred by the Buyer or the Administrative Agent Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (as Issuer’s assigneeiii) shall have been taken by, and at the expense of, Seller other asset sales (including the filing stock of any UCC financing statementsSubsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the receipt Asset Value of certificates asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; PROVIDED, FURTHER, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other requested documents from public officials) or (ii) directly or indirectly sellprovisions hereof; PROVIDED, transferFURTHER, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets except (I) that the foregoing restrictions on asset purchases shall not apply to an Originator or (II) if prior asset purchases by Borrower to the effective date thereof or in connection therewith extent that (i) this Agreement after giving effect to such purchases, Borrower is or has been terminated in compliance with Section 7.04 hereof and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof Board of Directors or (B) any Receivables other governing body of such Person whose assets or Related Rights or any interest therein (other than stock is being purchased has approved the terms of such acquisition; PROVIDED, HOWEVER, that no transaction pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith clauses (i) this Agreement is or has been terminated and ), (ii) or (iii) or the Administrative Agent (second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as Issuer’s assignee) and each Purchaser shall have received notice thereofa result of such transaction.

Mergers, Acquisitions, Sales, etc. Seller shall The Borrower will not (i) be a party to any mergermerger or consolidation, consolidation or other corporate restructuring, except (I) a merger of Seller into an Originator purchase or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests otherwise acquire any of the Buyer and the Administrative Agent, on behalf assets or any stock of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense any class of, Seller (including the filing of or any UCC financing statementspartnership or joint venture interest in, the receipt of certificates and any other requested documents from public officials) Person, or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all any of its assets except (I) to an Originator assets, or (II) if prior to the effective date thereof sell or in connection therewith (i) this Agreement is assign with or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) without recourse any Receivables or Related Rights Collateral or any interest therein (other than (i) purchases or acquisitions of Investments and other assets in the normal course of the day-to-day business activities of the Borrower and not in violation of the terms and conditions of this Agreement or any other Transaction Document, (ii) sales, transfers or other conveyances of assets (other than Loans) sold or disposed of in the ordinary course of business (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower), (iii) transfers of assets to a Financing Subsidiary for the sole purpose of facilitating the transfer of assets from one Financing Subsidiary (or a Subsidiary that was a Financing Subsidiary immediately prior to such disposition) to another Financing Subsidiary, directly or indirectly through the Borrower (such assets, the “Transferred Assets”); provided that, after giving effect to such transfer, (x) no Default or Event of Default shall have occurred and be continuing, (y) there exists no Borrowing Base Deficiency and (z) the Transferred Assets were transferred to the Borrower by the transferor Financing Subsidiary on the same Business Day that such assets are transferred by the Borrower to the transferee Financing Subsidiary, (iv) the Atlantis Acquisition, (v) mergers or consolidations of the Borrower with (or acquisitions of all or substantially all of the assets of) any other Person so long as (x) the Borrower is the continuing or surviving entity in such transaction and (y) at the time thereof and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; in each case, as permitted pursuant to this Agreement, or as otherwise permitted hereunder (including pursuant to Section 2.14)), (vi) except if prior sales, transfers or other dispositions of (including by way of consolidation or merger) (x) the Equity Securities of any Subsidiary of the Borrower to the effective date thereof or in connection therewith (i) this Agreement is or has been terminated any Person and (iiy) Equity Securities to any Tax Blocker Subsidiary, in each case, so long as such transaction results in the Administrative Agent Borrower receiving the proceeds of such disposition and (vii) sales, leases, transfers or other dispositions of equipment or other property or assets that do not consist of Loans so long as Issuer’s assignee) the aggregate amount of all such sales, leases, transfers and each Purchaser shall have received notice thereofdispositions does not exceed $1,000,000 in any fiscal year.

Mergers, Acquisitions, Sales, etc. Seller shall not Not: (i) except pursuant to the Transaction Documents (A) be a party to any mergermerger or consolidation, consolidation or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other corporate restructuringPerson, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) directly or indirectly indirectly, sell, transfer, assign, convey or lease (A) lease, whether in one transaction or in a series of transactions, all or substantially all of its assets except (I) to an Originator assets, or (II) if prior to the effective date thereof sell or in connection therewith (i) this Agreement is assign with or has been terminated and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) without recourse any Receivables or Related Rights or any interest therein Transferred Assets (other than pursuant hereto) unless: (1) the Person formed by the consolidation or into which Transferor is merged or the Person that acquires by sale, assignment, lease, conveyance or transfer all or substantially all of the assets of Transferor shall be, if Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, in form satisfactory to Trustee and each Agent, the performance of every covenant and obligation of Transferor hereunder, including its obligations under Section 7.3, under each Supplement and under each PI Agreement, and (2) Transferor has delivered to Trustee an Officer's Certificate stating that the consolidation, merger, sale, assignment, lease, conveyance or transfer and the supplemental agreement comply with this Agreementsection and an Opinion of Counsel stating that the supplemental agreement is a valid and binding obligation of the surviving entity enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and 56 (y) except if prior the Modification Condition shall have been satisfied with respect to the effective date thereof consolidation, merger, sale, assignment, lease, conveyance or in connection therewith (i) this Agreement is or has been terminated transfer, and (ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser Transferor's independent directors shall have received notice thereof.approved such consolidation, merger, sale, assignment, lease, conveyance or transfer, and