Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any merger, division, consolidation 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 any Loan Party to one another in the ordinary course of its business; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) provided that, in the case of any merger involving the Borrower, the Borrower is the Person 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 relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 in any calendar year.

Mergers, Consolidations and Sales. (a) No Loan Party Borrower shall, nor shall it permit any of its Subsidiaries Credit Party to, be a party to any merger, division, consolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its PropertyAsset Sale, 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 preventunless: (ai) such Credit Party, as the sale case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or lease of inventory in the ordinary course of businessEquity Interests issued or sold or otherwise disposed of; (b) the sale, transfer, lease or other disposition of Property of any Loan Party to one another in the ordinary course of its business; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) provided that, in the case of any merger involving the Borrower, the Borrower is the Person 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 relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 8075% of the total consideration received at in the closing Asset Sale by such Credit Party is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the most recent consolidated balance sheet of the Companies or as would be reflected on a balance sheet prepared in accordance with GAAP on the date of such Dispositionsalesale, transfer, lease or of any Credit Party (other disposition shall consist of cash than contingent liabilities and at least 80% of liabilities that are by their terms subordinated to the total consideration received after taking into account all final purchase price adjustments and/or contingent payments (including working capital adjustment or earn‑out provisionsObligations) expressly contemplated that are assumed by the transaction documents, when received shall consist transferee of cashany such assets pursuant to a customary novation or indemnity agreement that releases such Credit Party from or indemnifies against further liability; and (gB) anythe sale any securities, notes or transfer other obligations received by such Credit Party from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by such Credit Party into cash, to the extent of an interest ofin accounts receivable, and any contract rights, equipment and materials related the cash received in that conversion; (iii) no Default or Event of Default exists after giving effect to such accounts receivable that Asset Sale and Borrowers are soldin compliance with all limitations set forth in Sections 1.1, from time 1.2 and 1.3 hereof after giving effect to timesuch Asset Sale; (iv) if such Asset Sale involves First Priority Collateral, the borrowing base value of such First Priority Collateral being sold does not exceed $500,000 in each caseany fiscal year or $2,000,000 during the term of this Agreement; or if such Asset Sale involves Property other than First Priority Collateral, the book value of such Property being sold does not exceed 5% of the book value of all assets of the Credit Parties in any fiscal year or 10% of the book value of all assets of the Credit Parties during the term of this Agreement; and (v) the Loans are repaid by an amount equal to the borrowing base value (pursuant to this Agreement) of all First Priority Collateral sold or otherwise disposed of pursuant to the Asset Sale and all other consideration received by any Credit Party in connection with such Asset Sale are used or otherwise disposed of in a factoring or similar arrangement in the ordinary course of business and consistent manner which complies with the historical practices provisions of the Indenture as in existence on the Closing Date. Notwithstanding the foregoing, no Borrower shall, nor shall it permit any Credit Party to, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Credit Parties taken as a whole in one or more related transactions. (b) No Borrower shall, nor shall it permit any Credit Party to, be a party to any merger or consolidation unless: (i) a Credit Party is the surviving entity; (ii) no Default or Event of Default exists after giving effect to such merger or consolidation and its SubsidiariesBorrowers are in compliance with all limitations set forth in Sections 1.1, in an aggregate amount not 1.2 and 1.3 hereof after giving effect to exceed $20,000,00030,000,000 in any calendar yearsuch merger or consolidation; and (iii) such merger or consolidation constitutes a Permitted Acquisition.

Mergers, Consolidations and Sales. No Loan Without the prior written consent of Lender, no Credit Party shall, nor and no Credit Party shall it permit any of Subsidiary to: (i) wind up, liquidate or dissolve itself or its Subsidiaries tobusiness, (ii) be a party to any mergermerger or consolidation, division, consolidation (iii) make any Disposition or amalgamation, other transfer of any assets 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 (iv) sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section 7.4 shall not apply to nor operate to prevent: (a) the 7.4.1. The sale or lease of inventory in the ordinary course of business; (b) the 7.4.2. The sale, transfer, lease or other disposition Disposition of Property from a Subsidiary to Borrower; 7.4.3. The merger or consolidation of any Loan Party to one Subsidiary solely with another in the ordinary course of its business; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with Borrower; provided, that if any Credit Party is a party to such merger, a Credit Party shall be the surviving entity; and into provided, further, that if Borrower is a party to such merger, Borrower shall be the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) provided thatsurviving entity; and, in the case of any merger involving the Borrowerconjunction with such merger, the Borrower is Credit Parties shall enter into an amendment of this Agreement modifying the Person surviving covenants in Sections 7.14 as determined by Lender in its sole discretion, and such other provisions as agreed to by the merger;parties (d) the 7.4.4. The sale of delinquent notes note 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 7.4.5. The sale, transfer or other disposition Disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan applicable Credit Party or its Subsidiary, has become obsolete or worn outout or is no longer useful in the Subject Business, or which is promptly being replaced, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other disposition shall consist 7.4.6. The use 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement Cash Equivalents in the ordinary course of business and consistent or otherwise in a manner not prohibited by any Loan Document; 7.4.7. Licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the historical practices business of any Credit Party or Subsidiary; 7.4.8. Investments permitted by Section 7.3; 7.4.9. Dispositions of assets to the Borrower and its Subsidiaries, in an aggregate amount extent such assets are simultaneously exchanged for credit against the purchase price of similar replacement assets (which such replacements assets are actually purchased simultaneously with such exchange). 7.4.10. Liens permitted by Section 7.2; and 7.4.11. The sale or issuance of any equity interests not to exceed $20,000,00030,000,000 in any calendar yearconstituting a Change of Control.

Mergers, Consolidations and Sales. No Except as otherwise permitted by Section 8.11, no Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any merger, division, merger or consolidation or division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property (including by dividing into two or more separate limited liability companies or other legal entities), the 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 (i) of any Loan Party to one any other Loan Party (ii) of any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party, (iii) by the Indiana Subsidiaries in connection with activities permitted pursuant to Section 8.27 or (iv) the ordinary course cancellation of its businessIndebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party; (c) Permitted Acquisitions and the merger merger, consolidation or amalgamation of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party, provided that, in the case of any merger involving the Borrower, the Borrower is the Person surviving the merger; (d) the sale or forgiveness of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only or compromise thereof (and not for the purpose of any bulk sale or securitization transaction)) or in connection with the bankruptcy or reorganization of suppliers or customers; (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Subsidiary, has become obsolete or worn out, or which is no longer used or useful for their business or is uneconomical, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries during any fiscal year (i) not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value Threshold Amount and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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 fair market value (including working capital adjustment or earn‑out provisions) expressly contemplated as determined by the transaction documents, when received shall consist Board of cash; andDirectors of Performant Business Services) so long as the value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (g) anythe the disposition of the real property interests owned by the Indiana Subsidiaries or any other Loan Party located in Xxxxxxxxx County, Oregon and Xxxxxx County, Indiana for cash at a sale price not less than fair market value as determined by the Loan Parties in good faith; (h) the use of cash or transfer Cash Equivalents in a manner not prohibited by the Loan Documents and the making of an interest ofin accounts receivableInvestments otherwise permitted hereunder; (i) licenses, and any contract rightssublicenses, equipment and materials related leases or subleases granted to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement third parties in the ordinary course of business and consistent not interfering with the historical practices business of the Borrower and its SubsidiariesLoan Parties; (j) the lapse, abandonment or other dispositions of intellectual property that is, in an aggregate amount not the reasonable good faith judgment of a Loan Party, no longer economically practicable or commercially desirable to exceed $20,000,00030,000,000 maintain or useful in the conduct of the business of the Loan Parties or any calendar yearof their Subsidiaries; (k) sales, licenses or leases of intellectual property in the ordinary course of business; and (l) the voluntary termination of any Hedging Agreement.

Mergers, Consolidations and Sales. No Loan Party shallBorrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, be a party to any merger, division, consolidation merger or amalgamationconsolidation, 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 7.4 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 any Loan Party Borrower and its Subsidiaries to one another in the ordinary course of its business; (c) any Subsidiary of Borrower may merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, (i) the merger of any Loan Party orshall be the continuing or surviving Person, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPVii) provided that, in the case of any merger involving of a Loan Party and a Subsidiary Guarantor, such Loan Party shall be the Borrower, the Borrower is the Person continuing or surviving the mergerPerson; (d) in connection with an acquisition permitted under Section 7.3, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided, that, (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of a Loan Party and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; (e) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party; provided, that, when any Wholly-Owned Subsidiary is merging with another Subsidiary that is not wholly-owned, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; (f) 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); (eg) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business, so long as (i) no Event of Default has occurred and is continuing at the time of such disposition, (ii) the aggregate fair market value or a book value, whichever is more, of such property does not exceed $500,000 in any twelve-month period and (iii) all proceeds thereof are applied in accordance with Section 2.8(b); (fh) dispositions that constitute (i) an investment permitted under Section 7.3, (ii) a Lien permitted under Section 7.2, (iii) a merger, dissolution, consolidation or liquidation permitted under this Section 7.4, or (iv) a Restricted Payment permitted under Section 7.6; (i) dispositions that result from a casualty or condemnation in respect of such property or assets and is not otherwise an Event of Default so long as all proceeds thereof are applied in accordance with Section 2.8(b); and (j) the Dispositionsalesale, transfer, lease or other disposition of Property of any Loan Party Borrower or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, so long as (i) no Event of Default has occurred and is continuing at the time of such disposition and (ii) the fair market value of all such assets disposed of, whether individually or in an aggregate amount a series of related transactions, does not to exceed $20,000,00030,000,000 500,000 in the aggregate in any calendar yearfiscal year of Borrower.

Mergers, Consolidations and Sales. No Loan Without the prior written consent of Lender, no Credit Party shall, nor and no Credit Party shall it permit any of Subsidiary to: (i) wind up, liquidate or dissolve itself or its Subsidiaries tobusiness, (ii) be a party to any mergermerger or consolidation, division, consolidation (iii) make any Disposition or amalgamation, other transfer of any assets 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 (iv) sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section 7.4 shall not apply to nor operate to prevent: (a) the 7.4.1. The sale or lease of inventory in the ordinary course of business; (b) the 7.4.2. The sale, transfer, lease or other disposition Disposition of Property from a Subsidiary to Borrower; 7.4.3. The merger or consolidation of any Loan Subsidiary solely with another Subsidiary or Borrower; provided, that if any Credit Party is a party to one another in such merger, a Credit Party shall be the ordinary course of its businesssurviving entity; and provided, further, that if Borrower is a party to such merger, Borrower shall be the surviving entity; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) provided that, in the case of any merger involving the Borrower, the Borrower is the Person surviving the merger; (d) the 7.4.4. The sale of delinquent notes note 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 7.4.5. The sale, transfer or other disposition Disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan applicable Credit Party or its Subsidiary, has become obsolete or worn outout or is no longer useful in the Subject Business, or which is promptly being replaced, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other disposition shall consist 7.4.6. The use 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement Cash Equivalents in the ordinary course of business and consistent or otherwise in a manner not prohibited by any Loan Document; 7.4.7. Licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the historical practices business of any Credit Party or Subsidiary; 7.4.8. Investments permitted by Section 7.3; 7.4.9. Dispositions of assets to the Borrower and its Subsidiaries, in an aggregate amount extent such assets are simultaneously exchanged for credit against the purchase price of similar replacement assets (which such replacements assets are actually purchased simultaneously with such exchange). 7.4.10. Liens permitted by Section 7.2; and 7.4.11. The sale or issuance of any equity interests not to exceed $20,000,00030,000,000 in any calendar yearconstituting a Change of Control.

Mergers, Consolidations and Sales. No Except as otherwise permitted by Section 8.11, no Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any merger, division, merger or consolidation or division or amalgamation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property (including by dividing into two or more separate limited liability companies or other legal entities), the 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 (i) of any Loan Party to one any other Loan Party (ii) of any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party, (iii) by the Indiana Subsidiaries in connection with activities permitted pursuant to Section 8.27 or (iv) the ordinary course cancellation of its businessIndebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party; (c) Permitted Acquisitions and the merger merger, consolidation or amalgamation of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party, provided that, in the case of any merger involving the Borrower, the Borrower is the Person surviving the merger; (d) the sale or forgiveness of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only or compromise thereof (and not for the purpose of any bulk sale or securitization transaction)) or in connection with the bankruptcy or reorganization of suppliers or customers; (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Subsidiary, has become obsolete or worn out, or which is no longer used or useful for their business or is uneconomical, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries during any fiscal year (i) not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value Threshold Amount and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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 fair market value (including working capital adjustment or earn‑out provisions) expressly contemplated as determined by the transaction documents, when received shall consist Board of cash; andDirectors of Performant Business Services) so long as the value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000; (g) anythe sale the disposition of the real property interests owned by the Indiana Subsidiaries or transfer any other Loan Party located in Josephine County, Oregon and Marion Counxx, Xxxxxna for cash at a salx xxxxe not less than fair market value as determined by the Loan Parties in good faith; (h) the use of an interest ofin accounts receivablecash or Cash Equivalents in a manner not prohibited by the Loan Documents and the making of Investments otherwise permitted hereunder; (i) licenses, and any contract rightssublicenses, equipment and materials related leases or subleases granted to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement third parties in the ordinary course of business and consistent not interfering with the historical practices business of the Borrower and its SubsidiariesLoan Parties; (j) the lapse, abandonment or other dispositions of intellectual property that is, in an aggregate amount not the reasonable good faith judgment of a Loan Party, no longer economically practicable or commercially desirable to exceed $20,000,00030,000,000 maintain or useful in the conduct of the business of the Loan Parties or any calendar yearof their Subsidiaries; (k) sales, licenses or leases of intellectual property in the ordinary course of business; and (l) the voluntary termination of any Hedging Agreement.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any merger, division, merger or consolidation 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 any Loan Party to one another in the ordinary course of its business; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party, provided that, in the case of any merger involving the Borrower, the Borrower is the Person 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 relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) normal cash discounts on normal trade terms in the Dispositionsale, transfer, lease or other disposition ordinary course of business; and (g) the Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 200,000 during any Fiscal Year fiscal year of the Borrower; provided, provided however, that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and this clause (g) anythe sale shall not permit any Loan Party to factor any of its Receivables with any party. For the avoidance of doubt, the Loan Parties acknowledge that this Section 8.10 prohibits any factoring of Receivables with Orbian or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 in any calendar yearother party.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any mergermerger or, divisionconsolidation, consolidation division 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 inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to one another in the ordinary course Loan Party, or (ii) of its businessany Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party; provided that, in the case of any merger involving the (i) Borrower, the Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (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 744209099 20664705 securitization transaction); (ef) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (fg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the Dispositionsaleunwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, transfersubleases, lease licenses and sublicenses by Borrower or other disposition any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Restricted Subsidiary) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 100,000,000 in the aggregate or $50,000,000 for any calendar yearindividual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6).

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it any Loan Party permit any of its Subsidiaries Subsidiary to, be a party to any merger, division, consolidation merger or amalgamationconsolidation, 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 disposition of cash in transactions 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) the sale, transfer, lease or other disposition of Property of any the Loan Party Parties and their respective Subsidiaries to one another in the ordinary course of its business; provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 8.16; (cf) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the a Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Subsidiary, provided that, in the case of any merger involving the any Borrower, such Borrower is the Borrower 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) dividends or distributions 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);; and (ei) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including excluding any Dispositionsale, transfer, lease or other disposition of Property as part of a sale and leaseback transactiontransaction and any capital stock or other equity interests of a Subsidiary) aggregating for all the Loan Parties and their respective Subsidiaries not more than $750,000 3,000,000 during any Fiscal Year fiscal year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 in any calendar yearBorrowers.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, be a party to any mergermerger or, divisionconsolidation, consolidation division 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 inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to one another in the ordinary course Loan Party, or (ii) of its businessany Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Restricted Subsidiary into a Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party; provided that, in the case of any merger involving the (i) Borrower, the Borrower is the corporation surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (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 relevant Loan Party or its Restricted Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; 739016937 20664705 (g) sales of Cash Equivalents in the ordinary course of business and for fair market value; (fh) the Dispositionsaleunwinding of any Hedging Agreement; (i) the lapse or abandonment of intellectual property in the ordinary course of business; (j) any single transaction or series of related transactions that involves assets or equity interests having a fair market value of less than $1,000,000; (k) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; (l) terminations of leases, transfersubleases, lease licenses and sublicenses by Borrower or other disposition any of its Restricted Subsidiaries in the ordinary course of business; (m) sales by Borrower or any of its Restricted Subsidiaries of immaterial non-core assets acquired in connection with an Acquisition which are not used in the business of Borrower and its Restricted Subsidiaries; (n) the statutory division of any Restricted Subsidiary so long as after giving to such division, Borrower has satisfied the requirements set forth in Section 6.10; (o) the Disposition of Property of any Loan Party or any Restricted Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition Disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Restricted Subsidiary) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 during any Fiscal Year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other 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; and (g) anythe sale or transfer of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 100,000,000 in the aggregate or $50,000,000 for any calendar yearindividual Disposition so long as (i) such Disposition shall be made for fair value, (ii) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (iii) no Default exists or would result therefrom; (p) any Permitted Acquisition; and (q) Dispositions consisting of (i) Liens expressly permitted under Section 7.2, (ii) investments expressly permitted under Section 7.3 (other than Section 7.3(t)) and (iii) Restricted Payments expressly permitted under Section 7.6 (other than clause (vi) of the proviso to Section 7.6).

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any merger, division, merger or consolidation or amalgamation, or sell, transfer, lease or otherwise dispose of all or any material 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 any Loan Party to one another in the ordinary course of its business; (c) the merger of any Loan Party or, Inactive or any Subsidiary or Factoring SPV of a Loan Party with and into the Borrower or any other Loan Party (or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) Party, provided that, in the case of any merger involving the Borrower or involving a Subsidiary of a Loan Party which is not a Loan Party, the Borrower, if the Borrower is a party to the Person merger, or a Loan Party, if the Borrower is not a party to the merger, 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 relevant Loan Party or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; (f) the Dispositionsale, transfer, lease or other disposition Disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsale, transfer, lease or other disposition Disposition of Property as part of a sale and leaseback transaction) aggregating for all Loan Parties and their Subsidiaries not more than $750,000 25,000,000 during any Fiscal Year fiscal year of the Borrower, provided that (i) each such Dispositionsale, transfer, lease or other disposition Disposition shall be made for fair value and (ii) at least 80% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other disposition 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; and (g) anythe the sale or transfer other Disposition of an interest ofin accounts receivable, and any contract rights, equipment and materials related to such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement marketable securities in the ordinary course of business and consistent with the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 in any calendar yearbusiness.

Mergers, Consolidations and Sales. No Loan Party shall, nor shall it permit any of its Subsidiaries to, be a party to any mergermerger or, consolidation, division, consolidation amalgamation or amalgamationmigration (except to a state of the United States or the District of Columbia), 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 preventprevent any of the following: (a) the sale or lease of inventory inventory, or the granting of licenses, sublicenses, leases or subleases, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of Property (i) of any Loan Party to one another in the ordinary course Loan Party, or (ii) of its businessany Excluded Subsidiary to another Excluded Subsidiary; (c) the merger of any Loan Party or, Inactive Subsidiary or Factoring SPV with and into the Borrower or any other a Loan Party (other than Ultimate Parent or the merger of any Inactive Subsidiary or Factoring SPV into another Inactive Subsidiary or Factoring SPV or dissolution of any Inactive Subsidiary or Factoring SPV) a Holding Company); provided that, in the case of any merger involving the (i) Borrower, the Borrower is the company surviving the merger or (ii) a Loan Party (other than Borrower) and an Excluded Subsidiary, such Loan Party shall be the Person surviving the merger; (d) the merger of any Excluded Subsidiary into any other Excluded Subsidiary; (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 relevant Loan Party or its Subsidiary, has become unnecessary, obsolete or worn out, and which is disposed of in the ordinary course of business; (fg) sales of Cash Equivalents in the ordinary course of business and for fair market value; (h) the Dispositionsaleunwinding of any Hedging Agreement; (i) the Division of any Subsidiary so long as after giving to such division, transferBorrower has satisfied the requirements set forth in Section 6.10; (j) sales, lease transfers or other dispositions of investments, including in joint ventures or any Subsidiaries that are not Wholly Owned Subsidiaries (i) in an aggregate annual amount for all such sales, transfers or other dispositions not to exceed $100,000,000 and (ii) in unlimited amounts so long as Borrower shall prepay the Loans in an amount equal to the excess of all Net Cash Proceeds of such sales, transfers or other dispositions in excess of $100,000,000, applied first to the outstanding Term Loans (to be applied to the remaining amortization payments on the Term Loans in the inverse order of maturity) until paid in full and then to the Revolving Credit without a corresponding reduction in the Revolving Credit Commitments; in each case so long as (x) such sale, transfer or other disposition shall be made for fair value, (y) at least 75% of the total consideration received therefor shall consist of cash or Cash Equivalents, and (z) no Default or Event of Default exists or would result therefrom; (k) any Subsidiary of a Loan Party (other than Borrower) may liquidate or dissolve if (x) Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders and (y) to the extent such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with this Agreement, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, Borrower or another Guarantor after giving effect to such liquidation or dissolution; (l) the sale, transfer or other disposition of Property of any Loan Party or any Subsidiary of a Loan Party (including any Dispositionsalesale, transfer, lease transfer or other disposition of Property as part of a sale and leaseback transactiontransaction or the equity interest held in a Subsidiary other than a Loan Party) aggregating in an aggregate annual amount for all Loan Parties and their Subsidiaries such sales, transfers or other dispositions not more than $750,000 during any Fiscal Year to exceed 1.75% of Total Assets as of the Borrowerlast day of the most recently ended Test Period; in each case so long as (x) such sale, provided that (i) each such Dispositionsale, transfer, lease transfer or other disposition shall be made for fair value and value, (iiy) at least 8075% of the total consideration received at the closing of such Dispositionsale, transfer, lease or other disposition therefor shall consist of cash or Cash Equivalents, and at least 80% (z) no Default or Event of Default exists or would result therefrom; (m) the total consideration received after taking into account all final purchase price adjustments and/or contingent payments sale, transfer or other disposition of Property to conform to requirements of Law; (including working capital adjustment or earn‑out provisionsn) expressly contemplated by the transaction documents, when received shall consist any forgiveness of cashIndebtedness in respect of employee note payables; and (go) anythe sale a disposition of cash, shares, securities, convertible loan notes or transfer other assets by a Loan Party on behalf of an interest ofin accounts receivableits clients (provided such clients are not Loan Parties) for the purposes of investing, and any contract rights, equipment and materials related to managing or otherwise dealing with such accounts receivable that are sold, from time to time, in each case, in connection with a factoring or similar arrangement assets in the ordinary course of business. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall sell, transfer, assign or dispose of any patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information necessary to conduct their businesses as now-conducted to any non-Loan Party Subsidiary unless such transfer is for a bona fide business and consistent with purpose as determined in good faith by the historical practices of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $20,000,00030,000,000 in any calendar yearBorrower.