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 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, it (except that any a subsidiary of Borrower may merge into or with or consolidate with any other into Borrower upon not less than twenty (20) days prior written notice to Agentor a wholly owned subsidiary of Borrower in a transaction in which the Borrower or such wholly owned subsidiary 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 or abandonment of worn-out or obsolete Equipment or Equipment no longer used in the business of such Borrower and (iii) the disposition of other Equipment 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) unless such Equipment is replaced within 30 days, 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 Borrower, (iv) sales, transfers, leases or other dispositions by any Borrower and any wholly owned subsidiary of any Borrower of its assets to any Borrower or to another wholly owned subsidiary that is an Obligor, (v) return of goods held on consignment pursuant to the terms of the applicable consignment agreements and return of inventory to suppliers pursuant to the terms of the applicable supply agreements and (iiivi) a sale licenses of intellectual property granted in the Real Estate for a sales price ordinary course 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 Loansbusiness), or (c) acquire or form any subsidiary unless such acquired or acquire any subsidiaries (except formed subsidiary is a wholly owned subsidiary of Borrower and Lender shall have received such documentation as provided it may reasonably require in connection with such formation or acquisition including, without limitation, an Information Certificate for such subsidiary as well as an updated Information Certificate for its parent entity, guaranty agreements, security agreements, stock certificates and powers, financing statements and officers certificates, and, in the case of an acquisition, such acquisition is otherwise permitted pursuant to Section 9.10(d) below), 9.10 or (d) wind up, liquidate or dissolve (except that upon reasonable prior notice to Lender, a subsidiary may liquidate or dissolve if Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to Lender) 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 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 itit (except that so long as no Event of Default then exists and Lender receives thirty (30) days prior written notice (i) so long as Borrower is the surviving entity, provided, that any a Subsidiary of Borrower party to a duly executed Guaranty and Security Agreement in favor of Lender may merge into or with or consolidate with Borrower, and (ii) Borrower may permit any other Borrower upon not less than twenty (20) days prior written notice Subsidiary party to Agenta duly executed Guaranty and Security Agreement in favor of Lender, to merge into or with or consolidate with one or more such Subsidiaries, 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 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 Borrower, and (iii) a the sale of Borrower's equity interests in Advance Automotive Industries, Inc., an Ontario corporation, provided, however that the Real Estate for a sales price proceeds of not less than Two Million Dollars ($2,000,000) cashsuch sale are used to repay Revolving Loans hereunder and provided further, however, that so long as no Event of Default then exists and Borrower has occurred and is continuing or would result from such saleExcess Availability in an amount not less than $600,000, and provided that the sale Borrower may retain proceeds are applied in an amount not to exceed $840,000 ("Retained Funds") in a bank account subject to a first to pay in full the outstanding principal amount priority security interest 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)Lender, or (c) form or acquire any subsidiaries (except Subsidiaries other than NewCo or the Subsidiaries in existence as provided in Section 9.10(d) below)of the date hereof, or (d) wind up, liquidate or dissolve 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 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, 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 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 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.

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 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 Capital Stock or indebtedness Indebtedness to any other Person or any of its properties or assets to any other Person (except for (i) sales or other dispositions by a Borrower or its Subsidiaries of assets in the ordinary course of the business of such Borrower or Subsidiary which consist of Equipment or Real Property; provided, that, as to each and all such sales, (A) at least eighty (80%) percent of the consideration received from such sale is in the form of cash or Cash Equivalents, (B) the net cash proceeds from such sale or other disposition are first used to repay any Indebtedness secured by the property so sold or otherwise disposed of and any net cash proceeds thereafter are applied to make an investment, capital expenditure or other expenditure which is related to the business of such Borrower as it is conducted on the date hereof and is otherwise permitted hereunder, within two hundred seventy (270) days of such sale or other disposition, provided, that, such Borrower shall not be required to make such investment, capital expenditure or other expenditure with the proceeds of such sale or other disposition to the extent of such proceeds do not exceed $5,000,000 in the aggregate, (C) Agent shall have received not less than ten (10) Business Days prior written notice of such sale, which notice shall set forth in reasonable detail satisfactory to Agent, the parties to such sale or other disposition, the assets to be sold or otherwise disposed of, the purchase price and the manner of payment thereof and such other information with respect thereto as Agent may reasonably request, and (D) as of the date of such sale or other disposition and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time would constitute an Event of Default shall exist or have occurred, (ii) sales of Inventory in the ordinary course of business, (iiiii) the disposition of worn-out or obsolete Equipment or Equipment or other assets which are not Collateral and which are no longer used or useful in the business of such a Borrower so long or its Subsidiaries, (iv) the transfer by Doe Run to Buick Recycling of the assets listed on Schedule 7.6(c) hereto to the extent permitted by Section 7.6(c) hereof; (v) the issuance by Doe Run to the holders of the New Warrants of Capital Stock of Doe Run in accordance with the terms of the New Warrants and the New Warrant Documents (as (A) if an Event of Default exists or has occurred and is continuingthe same are in effect on the date hereof), any proceeds are paid to Agent, for the ratable benefit of Lenders and (Bvi) 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 the issuance by Doe Run to Renco Group of the Real Estate for a sales price of not less than Two Million Dollars Renco Preferred Stock in accordance with the Renco Preferred Stock Purchase Agreement ($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 in effect on 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 Loansdate hereto), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve 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 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 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 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 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 Capital Stock or indebtedness Indebtedness to any other Person or any of its properties or assets to any other Person (except for (i) sales or other dispositions by a Borrower or its Subsidiaries of assets in the ordinary course of the business of such Borrower or Subsidiary which consist of Equipment or Real Property; provided, that, as to each and all such sales, (A) at least eighty (80%) percent of the consideration received from such sale is in the form of cash or Cash Equivalents, (B) the net cash proceeds from such sale or other disposition are first used to repay any Indebtedness secured by the property so sold or otherwise disposed of and any net cash proceeds thereafter are applied to make an investment, capital expenditure or other expenditure which is related to the business of such Borrower as it is conducted on the date hereof and is otherwise permitted hereunder, within two hundred seventy (270) days of such sale or other disposition, provided, that, such Borrower shall not be required to make such investment, capital expenditure or other expenditure with the proceeds of such sale or other disposition to the extent of such proceeds do not exceed $5,000,000 in the aggregate, (C) Lender shall have received not less than ten (10) Business Days prior written notice of such sale, which notice shall set forth in reasonable detail satisfactory to Lender, the parties to such sale or other disposition, the assets to be sold or otherwise disposed of, the purchase price and the manner of payment thereof and such other information with respect thereto as Lender may reasonably request, and (D) as of the date of such sale or other disposition and after giving effect thereto, no Event of Default, or act, condition or event which with notice or passage of time would constitute an Event of Default shall exist or have occurred, (ii) sales of Inventory in the ordinary course of business, (iiiii) the disposition of worn-out or obsolete Equipment or Equipment no longer used or useful in the business of such a Borrower so long as (A) if an Event of Default exists or has occurred and is continuingits Subsidiaries, any proceeds are paid to Agent, for the ratable benefit of Lenders and (Biv) 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 the sale of a helicopter by Doe Run after the Real Estate for a sales price of not less than Two Million Dollars ($2,000,000) cash, so long date hereof 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 Loansdescribed on Schedule 6.5 hereto), or (c) form or acquire any subsidiaries (except as provided in Section 9.10(d) below), or (d) wind up, liquidate or dissolve 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 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.