Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower Subsidiaries not more than $100,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease lease, or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and the Borrower its Domestic Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, Subsidiary provided that, in the case of any merger involving the Borrower, the Borrower is the corporation entity surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 250,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or merger, amalgamation, consolidation, arrangement or reorganization or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, provided that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its businessbusiness or in connection with a Permitted Acquisition; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and; (f) a merger of Borrower or any Subsidiary in connection with a Permitted Acquisition; provided that in the case of any merger involving Borrower, Borrower is the corporation surviving the merger; (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 during any fiscal year of Borrower in an aggregate amount less than 5% of Total Assets as of the Borrowerfirst day of such fiscal year; and (h) the dissolution of any Immaterial Subsidiary; provided that (i) no Default or Event of Default then exists or would result from any such dissolution and (ii) such dissolutions, individually or in the aggregate, do not have, and could not reasonably be expected to have, a Material Adverse Effect.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary of its Subsidiaries to, be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease lease, or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and the Borrower Subsidiaries or any Domestic Subsidiary to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Domestic Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower Subsidiary, its Subsidiary has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries during the Borrower Subsidiaries 12-month period ending on and including the date of such disposition not more than $100,000 during any fiscal year 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements. So long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, upon the written request of the Borrower, the Administrative Agent shall release its Lien on any Property sold pursuant to the foregoing provisions.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease lease, or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease lease, or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ed) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; and; (e) the merger of any Subsidiary with and into the Borrower, provided that, the Borrower is the entity surviving the merger; (f) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 [**] during any fiscal year of the Borrower; (g) the abandonment or cancellation of any intellectual property that is not material or is no longer used or useful in any material respect in the business of the Borrower and its Subsidiaries; and (h) sales or forgiveness of accounts receivable which are past due in the ordinary course of business in connection with the collection or compromise thereof.

Mergers, Consolidations and Sales. The Borrower shall notNo Loan Party shall, nor shall it permit any Borrower Subsidiary of its Subsidiaries to, be a party to any merger or consolidationconsolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower Subsidiaries any Loan Party to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary Loan Party with and into the Borrower or any other Borrower SubsidiaryLoan Party, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Loan Party or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease or other disposition Disposition of Property of the Borrower any Loan Party or any Borrower Subsidiary of a Loan Party (including any disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower all Loan Parties and the Borrower their Subsidiaries not more than $100,000 500,000 during any fiscal year Fiscal Year of the Borrower, provided that (i) each such Disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Disposition shall consist of cash and at least 80% of the total consideration received after taking into account all final purchase price adjustments and/or contingent payments (including working capital adjustment or earn-out provisions) expressly contemplated by the transaction documents, when received shall consist of cash.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving (i) the Borrower, the Borrower is the corporation surviving the mergermerger and (ii) a Guarantor, a Guarantor or the Borrower is the surviving entity; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 1,000,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Borrower shall notNo Loan Party shall, nor shall it any Loan Party permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower Subsidiaries to one another cash in the ordinary course of its businesstransactions not otherwise prohibited by this Agreement; (c) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of any Borrower or any Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (d) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary; (e) dispositions (i) solely among the Loan Parties, (ii) by any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party or (iii) from a Subsidiary to a Loan Party; (f) the merger of any Borrower Subsidiary with and into the Borrower a Loan Party or any other Borrower Subsidiary, provided that, in the case of any merger involving the any Borrower, the such Borrower is the corporation Person surviving the merger and in the case of any merger involving any Loan Party (other than a Borrower), the Loan Party is the Person surviving the merger; (dg) any disposition that constitutes (i) a Lien permitted by Section 8.8, (ii) an Investment permitted by Section 8.9, or (iii) a Restricted Payment permitted by Section 8.12; (h) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fi) the sale, transfer, lease or other disposition of Property of the Borrower any Loan Party or any Borrower Subsidiary (including excluding any disposition of Property as part of a sale and leaseback transactiontransaction and any capital stock or other equity interests of a Subsidiary) aggregating for the Borrower Loan Parties and the Borrower their respective Subsidiaries not more than $100,000 3,000,000 during any fiscal year of the BorrowerBorrowers.

Mergers, Consolidations and Sales. The Borrower Credit Parties shall not, nor shall it they permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower any Credit Party and the Borrower its Subsidiaries to one another (other than to RCI) in the ordinary course of its business; (c) the merger of any Borrower Subsidiary of a Credit Party with and into the Borrower another Credit Party or any other Borrower SubsidiarySubsidiary of such Credit Party, provided that, in the case of any merger involving the a Borrower, the such Borrower is the corporation surviving the merger; (d) the dissolution of RCI or the merger of RCI with and into any Credit Party or any Domestic Subsidiary, provided that the Company promptly provides the Administrative Agent with a copy of any certificates and documents filed with the appropriate governmental authority to effect such dissolution or merger; (e) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ef) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Credit Party or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fg) the sale, transfer, lease or other disposition of Property of the Borrower any Credit Party or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower Credit Parties and the Borrower their Subsidiaries not more than $100,000 1,250,000 during any fiscal year of the BorrowerCredit Parties.

Mergers, Consolidations and Sales. The Borrower Parent shall not, nor shall it permit the Borrower or any Borrower other Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Parent, the Borrower and the Borrower Domestic Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower Parent or any other Borrower Domestic Subsidiary, provided that, in the case of any merger involving the BorrowerParent, the Borrower Parent is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Parent, the Borrower or the Borrower such Subsidiary, has become uneconomical, obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease or other disposition of Property of the Parent, the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Parent, the Borrower and the Borrower Subsidiaries not more than $100,000 1,000,000 (or the equivalent thereof in another currency) during any fiscal year of the Parent. So long as no Default or Event of Default has occurred and is continuing or would arise as a result thereof, upon the written request of the Parent or the Borrower, the Administrative Agent shall release its Lien on any Property sold pursuant to the foregoing provisions.

Mergers, Consolidations and Sales. The Borrower Credit Parties shall not, nor shall it they permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower any Credit Party and the Borrower its Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Subsidiary of a Borrower Subsidiary with and into the such Borrower or any other Borrower SubsidiarySubsidiary of such Borrower, provided that, in the case of any merger involving the a Borrower, the such Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower relevant Credit Party or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease or other disposition of Property of the Borrower any Credit Party or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower Credit Parties and the Borrower their Subsidiaries not more than $100,000 1,000,000 during any fiscal year of the BorrowerCredit Parties.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its businessbusiness or in connection with a Permitted Acquisition; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) a merger of the Borrower or any Subsidiary in connection with a Permitted Acquisition, in the case of any merger involving Borrower, Borrower is the corporation surviving the merger; and (fg) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 during any fiscal year of Borrower in an aggregate amount less than 5% of Total Assets as of the Borrowerfirst day of such fiscal year.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, provided that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fe) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) ), but not including the sale or lease of Inventory in the ordinary course of Borrower’s business, aggregating for the Borrower and the Borrower its Subsidiaries not more than One Hundred Thousand Dollars ($100,000 100,000.00) during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, provided that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (b) the sale, transfer, lease sales of shares of capital stock or other disposition of Property of equity interests by the Borrower and or, to the Borrower Subsidiaries to one another in the ordinary course of extent permitted by Section 7.5, its businessSubsidiaries; (c) any Permitted Acquisition subject to the terms and conditions hereof; (d) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, ; provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (de) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ef) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fg) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 250,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Except with the prior written consent the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit Trade Street REIT or any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as Trade Street REIT, the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its business; (cb) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation entity surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ec) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fd) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower Subsidiaries not more than $100,000 during any fiscal year fifteen percent 15% of the BorrowerTotal Asset Value of the Borrower on the date of this Agreement or the last day of the prior Fiscal Year, as applicable; and (e) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower Subsidiaries to one another in the ordinary course of its business; (c) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (f) the sale of Factored Receivables so long as such sale is non‑recourse to the Borrower and is otherwise sold pursuant to a factoring arrangement acceptable to the Administrative Agent; and (g) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower Subsidiaries not more than $100,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Except with the prior written consent the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part substantially all of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property of the Borrower and the Borrower its Subsidiaries to one another in the ordinary course of its business; (cb) the merger of any Borrower Subsidiary with and into the Borrower or any other Borrower Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (ec) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (fd) the sale, transfer, lease or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower Subsidiaries not more than $100,000 during any fiscal year all or substantially all of the BorrowerTotal Asset Value of the Borrower on the date of this Agreement or the last day of the prior Fiscal Year, as applicable; and (e) any merger if it results in the simultaneous payoff in immediately available funds of the Obligations.

Mergers, Consolidations and Sales. The Borrower shall not, nor shall it permit any Borrower Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease lease, or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business; (bi) the sale, transfer, lease lease, or other disposition of Property of the Borrower and the Borrower its Domestic Subsidiaries to one another in the ordinary course of its business; and (ii) the sale, transfer, lease, or other disposition of Property of any Foreign Subsidiary to another Foreign Subsidiary in the ordinary course of its business; (ci) the merger of any Borrower Domestic Subsidiary with and into the Borrower or any other Borrower Subsidiary, Domestic Subsidiary provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; and (ii) the merger of any Foreign Subsidiary with and into any other Foreign Subsidiary; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer transfer, or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or the Borrower its Subsidiary, has become obsolete uneconomical, obsolete, or worn out, and which is disposed of in the ordinary course of business; and (f) the sale, transfer, lease lease, or other disposition of Property of the Borrower or any Borrower Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and the Borrower its Subsidiaries not more than $100,000 30,000,000 during any fiscal year of the Borrower.