Common use of Sale of Assets, Consolidation, Merger, Dissolution, Etc Clause in Contracts

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loans), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower Credit Parties shall not, and shall not permit any Subsidiary to, directly or indirectly, , (a) merge into or with consolidate or consolidate amalgamate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, it (except that any Borrower Credit Party (other than the Parent) may merge into be merged into, consolidated with, or with or consolidate amalgamated with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or Credit Party and any wholly-owned Subsidiary of any Credit Party may be merged into such Credit Party); or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, issue, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary Capital Stock or indebtedness Indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of obsolete or worn-out or obsolete Equipment or Equipment no longer used in the business (other than any item of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment Rolling Stock then having an aggregate fair market a book value in excess of One Million Dollars ($1,000,00010,000) for all such Equipment disposed in the ordinary course of in any single transaction or in excess of Two Million Dollars ($2,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and business, (iii) a the issuance and sale by Parent of Capital Stock (other than Disqualified Stock) of Parent on and after the Real Estate for a sales price Amendment and Restatement Effective Date, (iv) leases of real or personal property in the ordinary course of business in accordance with past practice and in accordance with the Financing Agreements; and (v) other Asset Sales not less than Two Million Dollars (to exceed $2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and 20.0 million in any twelve-month period; provided that the sale proceeds are applied first to pay consideration received in full any such Asset Sale is at least 80% in the outstanding principal amount form of the Term Loan, together with all accrued but unpaid interest thereon, cash and any balance is applied to the outstanding principal amount of the Revolving Loans), or Cash Equivalents; (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (eexcept in the case of the Inactive Subsidiaries); or (d) agree to do any of the foregoing. Notwithstanding To the extent any Collateral is sold as permitted by this Section 9.7, such Collateral (unless sold to Parent or a Subsidiary of Parent) shall be sold free and clear of the Liens created by the Financing Agreements, and each Collateral Agent shall take all actions they deem appropriate in order to effect the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any except (i) a subsidiary of Borrower may merge with and into or SSG, if SSG is the surviving corporation, and (ii) with or consolidate with any other Borrower upon not less than twenty (20) days Lender's prior written notice consent (which shall not be unreasonably withheld and which shall not be conditioned upon the payment to AgentLender of a consent or similar fee) SSG may merge with and/or into Emerson, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise xxxxxxxse dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-worn- out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 300,000 for all such Equipment disposed of in any fiscal year of Borrowers and Borrower or (iii) a the sale of the Real Estate Borrower's real property in Anniston, Alabama for a sales price of not no less than Two Million Dollars ($2,000,000) cash, so long as fair market value and on terms no Event of Default has occurred and is continuing or less favorable to Borrower than Borrower would result from reasonably be expected to obtain in an arm's-length transaction for such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount Lender receives prior written notice of the Term Loan, together with all accrued but unpaid interest thereon, terms of such sale and any balance is that the proceeds thereof are immediately and directly applied to the outstanding principal amount payment of the Revolving Loans)Obligations, or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each No Borrower shall, nor shall notit permit any of its Subsidiaries to (and neither Agent nor any Lender authorizes Borrower to), directly or indirectly, : (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, providedexcept for a merger of AII into Borrower Agent and, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days subject to Agent's prior written notice consent (not to Agent, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed), a merger or any Domestic Subsidiary into Borrower Agent (in all cases with Borrower Agent as the surviving corporation); or (b) sell, issue, assign, lease, license, transfer, abandon or otherwise dispose of any capital stock of a subsidiary Capital Stock or indebtedness Indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lenders, for application to the principal payments becoming due on the Term Loans in the inverse order of their maturity, provided, that if no Event of Default has occurred and is continuing, such proceeds may instead be used to purchase replacement Equipment of at least equal value, and (B) such sales for all Borrowers do not involve Equipment having an aggregate (for all Borrowers) fair market value in excess of One Million Hundred Thousand Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000100,000) for all such Equipment disposed of in any fiscal year of Borrowers and Borrowers; (iii) a the issuance and sale by any Borrower of Capital Stock of such Borrower after the Real Estate for a sales price of date hereof; provided, that, (A) Agent shall have received not less than Two Million Dollars ten ($2,000,00010) cashBusiness Days prior written notice of such issuance and sale by such Borrower, so long which notice shall specify the parties to whom such shares are to be sold, the terms of such sale, the total amount which it is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is anticipated will be received by such Borrower from such sale, (B) such Borrower shall not be required to pay any cash dividends or repurchase or redeem such Capital Stock or make any other payments in respect thereof, (C) the terms of such Capital Stock, and the terms and conditions of the purchase and sale thereof, shall not include any terms that include any limitation on the right of such Borrower to request or receive Loans or Letter of Credit Accommodations or the right of such Borrower to amend or modify any of the terms and conditions of this Agreement or any of the other Financing Agreements or otherwise in any way relate to or affect the arrangements of such Borrower with Agent and Lenders or are more restrictive or burdensome to such Borrower than the terms of any Capital Stock in effect on the date hereof, (D) except as Agent and the Lenders may otherwise agree in writing, all of the proceeds of such sale and issuance shall be paid to Agent, for the benefit of the Lenders, for application to the Obligations in accordance with the terms of Section 6.4 hereof, and (E) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred and (iv) the issuance and sale by Borrower Agent of the stock of SimpleDevices, Inc., or the sale by SimpleDevices, Inc. of its assets or the merger or consolidation of SimpleDevices, Inc. with another Person, provided that except as Agent and the Lenders may otherwise agree in writing, all of the proceeds of such transaction payable to or for the benefit of any Borrower shall be paid to Agent, for the benefit of the Lenders, for application to the Obligations in accordance with the terms of Section 6.4 hereof, and provided further, that no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied such transaction be upon fair and reasonable terms no less favorable to the outstanding principal amount of the Revolving Loans), or Borrowers than Borrowers would obtain in a comparable arm's length transaction; (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or dissolve; or (ed) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall notNo Borrowers -------------- --------------------------------------- shall, directly or indirectly, (a) except for mergers among Borrowers, merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sale or assignment by any Borrower of leases of equipment and the equipment leased, chattel paper in the ordinary course of its business; (ii) sales of Inventory in the ordinary course of business, business and (iiiii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds of a sale or disposition of chattel paper, inventory or Equipment no longer used in the business of such Borrower, are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 250,000 for all such Equipment disposed of in any fiscal year of Borrowers and (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loanssaid Borrower), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)subsidiaries, or (d) wind up, liquidate or dissolve (the Lender consenting to the dissolution of Cybex Fitness and Lumex); or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets (a) Borrowers may issue stock pursuant to Cybex's Stock Option Plans or capital stock of ecost may be soldEmployee Stock Ownership Plan, transferred or otherwise disposed(b) sell Equipment, provided that the proceeds thereof of sale are remitted utilized solely to Agentpurchase replacement Equipment, for (c) sell the benefit of LendersReal Property owned by the Borrower in Ronkonkoma, for application to the Revolving LoansNew York, and so long as no Event (d) sell the isokenetic product line of Default has occurred and is continuing or would result therefromCybex.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 50,000 for all such Equipment disposed of in any fiscal year of Borrowers and Borrower, (iii) a sale after written notice to Lender, the disposition through the abandonment, cancellation or other failure to maintain any trademark or other intellectual property (A) which is no longer used or useful in the business of Borrower has not been used in the Real Estate business of Borrower for a sales price period of not less than Two Million Dollars six (6) months, is not otherwise material to the business of Borrower in any respect and has little or no value or (B) which pursuant to applicable law may not be renewed or extended and (iv) sales or other dispositions by Borrower of assets in connection with the closing or sale of a retail store location of Borrower which consist of leasehold interests in the premises of such store, the Equipment located at such premises and the books and records relating exclusively and directly to the operations of such store; provided, that, (A) the aggregate amount of all of the assets so sold by Borrower in all such transactions shall not exceed $2,000,00050,000, (B) cashas of the date of such sale or other disposition and after giving effect thereto, so long as no Event of Default has occurred and is continuing Default, or act, condition or event which with notice or passage of time would result from such saleconstitute an Event of Default, shall exist or have occurred, and provided that the (C) such sale proceeds are applied first to pay shall be on commercially reasonable prices and terms in full the outstanding principal amount of the Term Loana bona fide arm's length transaction, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loans), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)Subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agentexcept as required by Section 9.24 hereof, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) for all (aggregate of any such sales of Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000by DEY) for all such Equipment disposed of in any fiscal year of Borrowers and Borrowxx, (iii) a the sale and assignment of RDA Claims pursuant to the Source Financing Documents, (iv) sales or transfers of an immaterial portion of the Real Estate for a assets of Borrower in the ordinary course of business to another Obligor and (v) sales price of stock or assets of Subsidiaries (other than Obligors) that are not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied material to the outstanding principal amount business of the Revolving LoansBorrower taken as a whole), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)Subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower (a) Borrowers shall not, directly or indirectly, (ai) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty it (20) days prior written notice to Agentexcept as otherwise set forth in Section 9.7(b)), or (bii) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (iA) sales of Inventory in the ordinary course of business, business and (iiB) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower Borrowers so long as (A1) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B2) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 25,000 for all such Equipment disposed of in any fiscal year of Borrowers and (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving LoansBorrowers), or (ciii) form or acquire any subsidiaries (except as provided otherwise set forth in Section 9.10(d) below9.7(b)), or (div) wind up, liquidate or dissolve dissolve, or (ev) agree to do any of the foregoing. . (b) Notwithstanding the foregoing, the assets any Borrower may merge with or capital stock into any other Borrower, or any Permitted Subsidiary of ecost may be soldany Borrower (a "Permitted Merger") provided, transferred or otherwise disposedthat, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application no later than thirty (30) days prior to the Revolving Loans-------- ---- effective date of such Permitted Merger, Lender shall receive (i) written notice of the intended Permitted Merger and copies of all documents relating thereto, and so long as no Event (ii) all security documents, amendments, lockbox agreements, third party waivers, financing statements, opinions of Default has occurred counsel and is continuing or would result therefromother documents reasonably requested by Lender to evidence and continue Lender's first priority lien on and security interest in the Collateral and Lender's rights under any Financing Agreement.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each No Borrower shall notshall, directly or indirectly, (a) : merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any except for (i) the merger of a Borrower may merge or Subsidiary into or consolidation of a Borrower or Subsidiary with another Borrower and (ii) the merger or consolidate consolidation with any other Person if, in either case, such Borrower upon not less than twenty (20) days prior written notice is the surviving entity and immediately after giving effect to Agent, such merger or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, consolidation no Event of Default has occurred; sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment equipment or Equipment equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and Borrowers; (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from occur after giving effect to such saletransaction, and provided that the sale proceeds are applied first to pay or other disposition of non-current assets and the sale thereof, in full the outstanding principal amount aggregate, does not exceed a book or market value (whichever is higher) of the Term Loan, together with all accrued but unpaid interest thereon, $10,000,000 per annum; and any balance is applied to the outstanding principal amount of the Revolving Loans), or (civ) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefromoccur after giving effect to such transaction, the sale or other disposition of non-current assets, provided, however, that with respect to a sale of a non-current asset or a series of related sales of non-current assets having an aggregate book or market value (whichever is higher) of $500,000 which, individually or when added to all prior sales of non-current assets in the then current fiscal year of Borrowers, would amount to a sale of non-current assets in such year in excess of a book or market value (whichever is higher) of $10,000,000, Borrowers have given Agent thirty (30) days' prior written notice of the proposed sale or other disposition and Agent has not, within ten (10) days after receipt of such notice, objected in writing to such sale or other disposition; acquire any Subsidiaries, except for the acquisition of Subsidiaries by payment of the purchase price solely in Capital Stock of a Borrower or its Subsidiary; wind up, liquidate or dissolve; or (e) agree to do any of the foregoing.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, , (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any except for (i) mergers of a Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agentinto, or consolidations of a Borrower with, another Borrower in which a Borrower is the surviving entity, and (ii) mergers of an Acquisition Subsidiary into, or consolidations of an Acquisition Subsidiary with, an Acquisition Target in connection with a Permitted Acquisition; or (b) unless otherwise consented to by Agent in writingsell, which consent shall not be unreasonably withheld or delayed, sellissue, assign, lease, license, transfer, abandon or otherwise dispose of any capital stock of a subsidiary Capital Stock or indebtedness Indebtedness to any other Person or any of its assets to any other Person (Person, except for for: (i) sales, issuances, assignments, leases, licenses, transfers, abandonments, or other dispositions of any Capital Stock or Indebtedness of any Borrower or any of its assets to any other Borrower; (ii) sales of Inventory in the ordinary course of business, ; (iiiii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Agent and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 5,000,000 for all such Equipment disposed of in any fiscal year of Borrowers; (iv) the disposition of assets owned by Borrowers during the term of this Agreement having a fair market value of not greater than $5,000,000, provided that, (A) no Default or Event of Default shall exist at the time of and after giving effect to such disposition, and (iiiB) a sale none of such assets shall have been included in the calculation of the Real Estate for Borrowing Base in the Borrowing Base Certificate submitted to Agent pursuant to Section 9.6 hereof immediately prior to the consummation of the disposition of assets; (v) the issuance by an Acquisition Subsidiary of Capital Stock to a sales price Borrower in connection with a Permitted Acquisition; (vi) the issuance and sale by any Borrower of Capital Stock of such Borrower after the date hereof; provided, that, (A) Agent shall have received not less than Two Million Dollars ten ($2,000,00010) cashBusiness Days prior written notice of such issuance and sale by such Borrower, so long as no Event which notice shall specify the parties to whom such shares are to be sold, the terms of Default has occurred such sale, the total amount which it is anticipated will be realized from the issuance and sale of such stock and the net cash proceeds which it is continuing or would result anticipated will be received by such Borrower from such sale, and provided that the sale proceeds are applied first (B) such Borrower shall not be required to pay any cash dividends or repurchase or redeem such Capital Stock or make any other payments in full respect thereof except as permitted in Section 9.11 hereof, (C) the outstanding principal amount terms of such Capital Stock, and the terms and conditions of the Term Loanpurchase and sale thereof, together shall not include any terms that include any limitation on the right of any Borrower to request or receive Loans or Letters of Credit or the right of any Borrower to amend or modify any of the terms and conditions of this Agreement or any of the other Financing Agreements or otherwise in any way relate to or affect the arrangements of Borrowers with all accrued but unpaid interest thereonAgent or Lenders or are more restrictive or burdensome to any Borrower than the terms of any Capital Stock in effect on the date hereof, and (D) as of the date of such issuance and sale and after giving effect thereto, no Default or Event of Default shall exist or have occurred; (vii) the issuance of Capital Stock of any balance is applied Borrower consisting, of common stock pursuant to a stock option plan, 401(k) plan, or incentive stock award plan of such Borrower for the benefit of its employees, directors and consultants, provided, that, in no event shall such Borrower be required to issue, or shall such Borrower issue, Capital Stock pursuant to such stock option plan, 401(k) plan, or incentive stock award plan which would result in an Event of Default; or (viii) dispositions of investments permitted under Section 9.10(b) to the outstanding principal amount of extent the Revolving Loansproceeds thereof are used to acquire additional investments permitted under Section 9.10(b), or ; (c) form or acquire any subsidiaries (except Subsidiaries other than those listed on the Information Certificate, Acquisition Subsidiaries, and as provided permitted in accordance with Section 9.10(d) below), or 9.10 hereof; (d) wind up, liquidate or dissolve dissolve, except for liquidations or dissolutions of an Immaterial Subsidiary; or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that (A) any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to AgentAgent and (B) any Borrower may merge into or consolidate with another Person to effect a transaction permitted under Section 9.10(d) below so long as the Borrower is the surviving entity, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Two Million Dollars ($1,000,0002,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Five Million Dollars ($2,000,0005,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loansextent permitted under Section 2.3(c)), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower Borrowers shall not, directly or indirectly, : (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the sale and leaseback on commercially reasonable terms with a non-affiliate of Borrowers of real property and Equipment at any of its locations permitted hereunder, provided that (A) no Event of Default or condition or event which, with notice or passage of time or both, would constitute an Event of Default then exists or would result therefrom and (B) all net proceeds (after deduction of all expenses, including legal fees, and taxes incurred in connection with such sale) of such sales are remitted to Lender for application to the Obligations, (iii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower Borrowers so long as (A) if an Event all net proceeds thereof (after deduction of Default exists or has occurred all expenses, including legal fees, and is continuing, any proceeds taxes incurred in connection with such disposition) are paid to Agent, Lender for application to the ratable benefit of Lenders Obligations and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 1,000,000 for all such Equipment disposed of in any fiscal year of Borrowers commencing on or after January 1, 1997, and (iiiiv) a sale sales of any of the parcels of Real Estate Property listed on Schedule 9.7 hereto so long as (A) all net proceeds thereof (after deduction of all expenses, including legal fees, and taxes incurred in connection with such sale) are paid to Lender for application to the Obligations and (B) each such Real Property is sold for a sales cash purchase price of not less than Two Million Dollars ($2,000,000) cashthe minimum price set forth for such property on Schedule 9.7, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loans), or or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)subsidiaries, or or (d) wind up, liquidate or dissolve or dissolve, or (e) agree to do any of the foregoing. Notwithstanding the foregoingUpon any sale or disposition of Collateral permitted by this Section 9.7, the assets or capital stock Lender shall execute, acknowledge and deliver to Borrowers such releases of ecost its liens and security interests therein as may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefromreasonably requested by Borrowers.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that (A) any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to AgentAgent and (B) any Borrower may merge into or consolidate with another Person to effect a transaction permitted under Section 9.10(d) below so long as the Borrower is the surviving entity, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Two Million Five Hundred Thousand Dollars ($1,000,0002,500,000) for all such Equipment disposed of in any single transaction or in excess of Two Seven Million Five Hundred Thousand Dollars ($2,000,0007,500,000) for all such Equipment disposed of in any fiscal year of Borrowers and Borrowers, (iii) a sale of the Real Estate for to the extent permitted under Section 2.6(a), (iv) a sales price sale of not less than Two Million Dollars the Adjacent Real Estate to the extent permitted under Section 2.6(b) and ($2,000,000v) cash, so long as no Event of Default has occurred and is continuing or would result from such any sale, and provided that the sale proceeds are applied first assignment, lease, transfer, or other disposition of assets from a Borrower to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loansother Borrower), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.”

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agent, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 50,000 for all such Equipment disposed of in any fiscal year of Borrowers and Borrower, (iii) disposition of obsolete molds so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Lender and (B) such sales do not involve molds having a sale fair market value in excess of $100,000, and (iv) notwithstanding any provision in this Agreement or elsewhere in the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cashFinancing Agreements to the contrary, Borrower may sell the plant, equipment and real estate located in Fridley, Minnesota and Lender shall release all liens on said plant and equipment to enable the sale, so long as (A) the cash proceeds from such sale are at least $13,000,000, (B) all proceeds are used to prepay Term Loans (without penalty) and, to the extent there are remaining proceeds, the Revolving Loans, and (C) after giving effect to the sale no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first (prior to pay in full the outstanding principal amount any reduction of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Maximum Revolving LoansAmount), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding Lender acknowledges that following the foregoingsale of the facility located in Fridley, Minnesota, Borrower will no longer manufacture Borrower's Inventory. Borrower acknowledges that, in connection with Borrower's change in operations, Lender will need evidence of title to Borrower's inventory and evidence that such Inventory is not subject to any lien of the assets manufacturer or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrommanufacturer's creditors.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to Agentexcept as required by Section 9.24 hereof, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) for all (aggregate of any such sales of Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000by IPD) for all such Equipment disposed of in any fiscal year of Borrowers and Borrower, (iii) a the sale and assignment of RDA Claims pursuant to the Source Financing Documents, (iv) sales or transfers of an immaterial portion of the Real Estate for a assets of Borrower in the ordinary course of business to another Obligor and (v) sales price of stock or assets of Subsidiaries (other than Obligors) that are not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied material to the outstanding principal amount business of the Revolving LoansBorrower taken as a whole), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)Subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower Credit Party shall not, and shall not permit any Subsidiary to, directly or indirectly, , (a) merge into dissolve, liquidate or with wind up its affairs, sell, transfer, lease or consolidate with otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the sale, transfer, lease or other disposition of property or assets (A) to an unrelated party not in the ordinary course of business (other than Specified Sales and Scheduled Asset Dispositions), where and to the extent that they are the result of a Recovery Event or (B) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Credit Parties or any other Person of their Subsidiaries, as appropriate, in its reasonable discretion, so long as and the net proceeds therefrom are used to repair or permit replace damaged property or to purchase or otherwise acquire new assets or property, provided that such purchase or acquisition is committed to within 180 days of receipt of the net proceeds and such purchase or acquisition is consummated within 270 days of receipt of such proceeds; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party; (iv) Scheduled Asset Dispositions; and (v) the sale, lease or transfer of property or assets (including any other Person Mortgaged Property) not to merge into or with or consolidate with it, exceed $10,000,000 in the aggregate in any fiscal year. provided, that any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty respect to clauses (20ii), (iv) days prior written notice to Agent, or and (bv) above (unless otherwise consented to by the consent of the Administrative Agent in writingis received, which consent shall not be unreasonably withheld withheld), in each case (A) at least 75% of the consideration received therefor by such Credit Party or delayedany such Subsidiary is in the form of cash or Cash Equivalents, sell(B) the total consideration received by such Credit Party or any such Subsidiary is greater than or equal to the fair market value of the assets sold, assigntransferred, lease, transfer, abandon leased or otherwise dispose disposed of, (C) no Event of Default then exists or shall result from such asset disposition (D) with respect to the sale of any capital stock Mortgaged Property, the Borrower shall provide an appraised value for such Mortgaged Property and the Loans shall be prepaid in accordance with Section 2.5 in an amount equal to the greater of a subsidiary or indebtedness (I) such appraised value (to any other Person or any the extent permitted by the ABL Credit Agreement) and (II) the Net Cash Proceeds actually received from such sale; provided, further, that with respect to sales of assets permitted hereunder only, Collateral Agent shall be entitled, without the consent of the Required Lenders, to release its liens relating to the particular assets to any other Person sold; or (except for b) (i) sales purchase, lease or otherwise acquire (in a single transaction or a series of Inventory related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein) or (ii) the disposition enter into any transaction of worn-out merger or obsolete Equipment consolidation, except for Investments or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid acquisitions permitted pursuant to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long as no Event of Default has occurred and is continuing or would result from such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loans), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom9.10.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that any except (i) a subsidiary of Borrower may merge with and into or SSG, if SSG is the surviving corporation, and (ii) with or consolidate with any other Borrower upon not less than twenty (20) days Lender’s prior written notice consent (which shall not be unreasonably withheld and which shall not be conditioned upon the payment to AgentLender of a consent or similar fee) SSG may merge with and/or into Exxxxxx, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (Person, except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders Lender and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Million Dollars ($1,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Million Dollars ($2,000,000) 300,000 for all such Equipment disposed of in any fiscal year of Borrowers and Borrower or (iii) a the sale of the Real Estate Borrower’s real property in Anniston, Alabama for a sales price of not no less than Two Million Dollars ($2,000,000) cash, so long as fair market value and on terms no Event of Default has occurred and is continuing or less favorable to Borrower than Borrower would result from reasonably be expected to obtain in an arm’s-length transaction for such sale, and provided that the sale proceeds are applied first to pay in full the outstanding principal amount Lender receives prior written notice of the Term Loan, together with all accrued but unpaid interest thereon, terms of such sale and any balance is that the proceeds thereof are immediately and directly applied to the outstanding principal amount payment of the Revolving Loans)Obligations, or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below)subsidiaries, or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.

Sale of Assets, Consolidation, Merger, Dissolution, Etc. Each Borrower shall not, directly or indirectly, (a) merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, provided, that (A) any Borrower may merge into or with or consolidate with any other Borrower upon not less than twenty (20) days prior written notice to AgentAgent and (B) any Borrower may merge into or consolidate with another Person to effect a transaction permitted under Section 9.10(d) below so long as the Borrower is the surviving entity, or (b) unless otherwise consented to by Agent in writing, which consent shall not be unreasonably withheld or delayed, sell, assign, lease, transfer, abandon or otherwise dispose of any capital stock of a subsidiary or indebtedness to any other Person or any of its assets to any other Person (except for (i) sales of Inventory in the ordinary course of business, (ii) the disposition of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower so long as (A) if an Event of Default exists or has occurred and is continuing, any proceeds are paid to Agent, for the ratable benefit of Lenders and (B) such sales for all Borrowers do not involve Equipment having an aggregate fair market value in excess of One Two Million Dollars ($1,000,0002,000,000) for all such Equipment disposed of in any single transaction or in excess of Two Five Million Dollars ($2,000,0005,000,000) for all such Equipment disposed of in any fiscal year of Borrowers and Borrowers, (iii) a sale of the Real Estate for a sales price of not less than Two Million Dollars to the extent permitted under Section 2.3(c) and ($2,000,000iv) cash, so long as no Event of Default has occurred and is continuing or would result from such any sale, and provided that the sale proceeds are applied first assignment, lease, transfer, or other disposition of assets from a Borrower to pay in full the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest thereon, and any balance is applied to the outstanding principal amount of the Revolving Loansother Borrower), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve or (e) agree to do any of the foregoing. Notwithstanding the foregoing, the assets or capital stock of ecost may be sold, transferred or otherwise disposed, provided that the proceeds thereof are remitted to Agent, for the benefit of Lenders, for application to the Revolving Loans, and so long as no Event of Default has occurred and is continuing or would result therefrom.