Common use of Consolidations, Mergers and Sales of Assets Clause in Contracts

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

Consolidations, Mergers and Sales of Assets. No Loan Party willNeither IR Parent nor the Borrower will (i) consolidate, nor will it permit any Subsidiary of a Loan Party to, consolidate amalgamate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, or discontinue or eliminate any business line or segment, provided that unless (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (iiA) the Loan Party is the corporation company surviving such mergerconsolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (iiiB) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuingcontinuing or (ii) sell, and (iv) if the Borrower merges with another Loan Partylease or otherwise transfer, the Borrower is the corporation surviving such mergerdirectly or indirectly, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part substantially all of its assets to another Loan Partyany other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (dB) a Loan Party may sell Inventory immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the ordinary course case of business any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for fair value, purposes of this Agreement) and (ey) be organized and exist under the foregoing limitation on law of Bermuda, Ireland, Luxembourg, the saleNetherlands, lease the United States of America (or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets State thereof or the discontinuance District of Columbia) or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless any other jurisdiction that is reasonably satisfactory to the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedAdministrative Agent; provided that, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such asset transferred change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or discontinuedtransfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of more Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than $20,000,000increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be so transferred in compliance on a pro forma basis, after giving effect to any such divestiture, with the terms and conditions of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or utilized in a business line an Event of Default, the Borrower shall not sell, transfer or segment to be so discontinued, when combined with all other assets transferred otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d))including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, and all other assets utilized in all other business lines or segments discontinuedto the extent approved by the Required Lenders, during the Borrower may transfer Portfolio Investments to any SPV Subsidiary, so long as (i) such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a Portfolio Investments are sold to such SPV Subsidiary for fair market value value, in compliance with the requirements of Section 4.40 and without recourse to the Borrower other than such repurchase or book value whichever substitution rights or obligations under the applicable purchase agreement as approved by the Required Lenders, (ii) the Borrower is greater in compliance with Section 5.13; and (determined with respect iii) immediately before and after giving effect to each such asset transferred transfer, no Default or discontinued) Event of more than $20,000,000Default shall exist.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Company will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Company may merge with one another, or with and (iv) if into the Borrower merges with another Loan Party, Company where the Borrower Company is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company and any Subsidiary Guarantor may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate assets ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis, after giving effect to such transfer, discontinuation or elimination, with the terms and conditions of this Agreement and (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be so transferred in compliance on a pro forma basis, after giving effect to any such divestiture, with the terms and conditions of this Agreement; provided, however, that upon the occurrence and during the continuance of a Default or utilized in a business line an Event of Default, the Borrower shall not sell, transfer or segment to be so discontinued, when combined with all other assets transferred otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and including without limitation any Portfolio Investment) without the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) prior written consent of more than $20,000,000the Administrative Agent.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it the Borrower permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one anotherand into the Borrower, any other Subsidiary, or any other Person if after giving effect thereto such other Person would be a Subsidiary, (c) assets may be transferred from a Loan Party (other than Subsidiary to the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartySubsidiary, (d) a Loan Party any Wholly-Owned Subsidiary may sell Inventory in dissolve or liquidate so long as the ordinary course assets of business such Subsidiary at the time of such dissolution or liquidation are transferred to such Subsidiary's shareholder and for fair valuesuch shareholder assumes all of the liabilities of such Subsidiary at the time of such dissolution or liquidation, (e) the Borrower and its Subsidiaries may factor receivables, (f) the Borrower and its Subsidiaries may effect Asset Securitizations, and (eg) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets by the Borrower or the discontinuance or elimination of a business line or segment any Subsidiary (in a single transaction or in a series of related transactions) unless (x) the proceeds thereof are not reinvested within 180 days thereafter in a Permitted Line of Business owned by the Borrower or such Subsidiary or (y) the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00020% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Company will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Material Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, or with and into the Company where the Company is the Person surviving such merger, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are both Domestic Subsidiaries and Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer transfers of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory and obsolete or surplus property sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Company and any Subsidiary Guarantor may sell inventory and obsolete or surplus property in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, segment provided that (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, another or with the Borrower (so long as the Borrower is the surviving entity in such case); (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or and any part of its assets to another Loan Party, (d) a Loan Party Subsidiary may sell Inventory assets for fair value in the ordinary course of business; (d) a Subsidiary that is not a Material Domestic Subsidiary may discontinue or eliminate any nonmaterial business and for fair value, line; and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred shall cause St. Xxx Timberland to hold less than 250,000 acres of Land as fee simple owner (excluding any Encumbered Land (as defined in Section 5.13(l)); provided that, notwithstanding any of the foregoing, after a Trigger Event has occurred, St. Xxx Timberland shall not sell, lease or utilized in a business line otherwise transfer, or segment enter into any agreement or arrangement to be so discontinuedsell, when combined with all lease or otherwise transfer, any of its Properties or other assets transferred without the prior written consent of the Administrative Agent (excluding assets transferred under Sections 5.17(din its sole discretion)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Parent will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Parent may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Parent is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Parent may merge with one another, or with and (iv) if into the Borrower merges with another Loan PartyParent, where the Borrower Parent is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Borrowers which are Domestic Subsidiaries and Guarantors may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueamong themselves, and (ed) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Tenant will not, nor will it permit any Restricted Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Tenant may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Tenant is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Restricted Subsidiaries of a Loan Party (excluding Loan Parties) the Tenant may merge or consolidate with one anotheranother or with the Tenant, (c) any Restricted Subsidiary of the Tenant may be merged or consolidated with or into another Person to consummate an acquisition of such other Person permitted by Section 2.1(w), provided that the surviving Person shall be a Loan Party (other than Restricted Subsidiary of the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueTenant, and (ed) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Restricted Subsidiary to any other Restricted Subsidiary or to the Tenant, or (ii) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, transfers of assets permitted by clause (i) of this Section), either (x) constituted more than $20,000,00015% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Income during the 8 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrowers will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party either Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party such Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) the Borrowers may merge with one another and Subsidiaries of a Loan Party (excluding Loan Parties) the Borrowers may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit (A) transfers of Accounts to insurers permitted by Section 6.26 or (B) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 2% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 2% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, or with and into the Borrower where the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (d) the Borrower and any Subsidiary may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sellcomplete the Sale of, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately prior to and after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; (b) Subsidiaries of the Borrower, and (iv) if except Finsub, may merge with one another or with the Borrower merges with another Loan PartyBorrower, provided that the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) and may merge with complete the Sale of, lease or otherwise transfer assets to one another, another or to the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the saleSale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) ), unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedi) of would have, if retained, contributed more than 20% of Consolidated Gross Revenues during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter, or (ii) would have, if retained, contributed more than 20% of Consolidated Operating Profits during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter. For purposes of determining compliance with Section 6.10(c) above, if the proceeds from the Sale, lease or other transfer of assets (the "Transferred Assets") in the applicable four Fiscal Quarter period are reinvested in capital assets or other Property during such period, then such Transferred Assets shall be excluded from the calculations set forth in clauses (i) and (ii) above. Notwithstanding the foregoing limitations contained in this Section 6.10, the Borrower or any Subsidiary may sell or otherwise transfer Receivables Program Assets pursuant to the Receivables Program Documents. If the Amount of any Sale shall equal or exceed $20,000,000100,000,000, then the Borrower shall have delivered to the Administrative Agent not less than five (5) Business Days prior to the completion of such Sale an officer's certificate certifying that after giving effect to such Sale, as of the most recent Covenant Determination Date, as determined on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants contained in Section 6.03 and Section 6.04.

Consolidations, Mergers and Sales of Assets. No Loan ------------------------------------------- Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another -------- Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, (d) the Borrower shall be permitted to transfer its ownership interest in 4100 Quest, LLC to ChannelMax, Inc. on or before December 31, 2001; and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(dSection 5.14(c)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and discontinued after the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Closing Date constitute more than $20,000,0002,500,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party willOther than consummation of the Spin-Off Transaction, the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale of inventory or the sale or transfer of other assets, of the Borrower or any Subsidiary, in any case in the ordinary course of business, or (ii) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; and (ii) any Fiscal Quarter, a other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinued, so discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 5.11(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, (e) a sale of the real property and improvements commonly known as the "Thomasville Showroom" located on Business (Interstate) 85 in Thomasville, NC, and (ef) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d) and (e)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of constituted more than $20,000,0005,000,000 in the aggregate.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, states (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the consummation of the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring, or (ii) in addition to the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued (other than the Chattanooga Sale/Leaseback Transaction and the Chattanooga Restructuring), during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, contributed more than 10% of EBITDA during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, and (v) the merger will have no material adverse effect on the Loan Parties’ ability to repay the Revolving Credit Advances and Term Loans when due, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit: (i) sales, transfers, leases, licenses or other dispositions of inventory for fair value in the ordinary course of business, (ii) the sale, exchange or other disposition of cash equivalents and other short-term investments for fair value in the ordinary course of business so long as the proceeds thereof are used in accordance with this Agreement, (iii) the sale, lease or other disposition of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Guarantor, in each case in the ordinary course of business for fair value and so long as no Event of Default shall have occurred and be continuing or would result therefrom, (iv) the sale, exchange or other disposition in the ordinary course of business of equipment or other capital assets no longer used or useful in the business of the Borrower and its Subsidiaries, and (v) during any Fiscal QuarterQuarter and to the extent not otherwise permitted under this Section 5.14, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, (i) a transfer of assets by any Subsidiary to the Borrower or by the Borrower or any Subsidiary to any Guarantor, (ii) a transfer of assets by any Subsidiary which is not a Guarantor to any other Subsidiary which is not a Guarantor, and (iii) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, for purposes of this clause (c) transfers of assets permitted by clauses (i) and (ii) of this clause (c) and sales, contributions or other transfers of Securitization Assets permitted by clause (d) below), either (x) constituted more than $20,000,00010% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; and (d) the Borrower and its Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; and (d) a Loan Party may sell Inventory in the ordinary course so long as no Event of business and for fair valueDefault shall exist or would result therefrom, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; and (ii) any Fiscal Quarter, a other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate eliminate. any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and Year constituted more than 10% of Consolidated Tangible Net Worth; provided, however, solely for the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined Year 1996, the sale of the stock of Clarx-Xxxxxxxx, Xxc. shall be excluded from the calculation of assets transferred hereunder with respect to each such asset transferred or discontinued) the 10% of more than $20,000,000Consolidated Tangible Net Worth limitation.

Consolidations, Mergers and Sales of Assets. No Loan Party willBorrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party a)Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party ii)Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the b)Subsidiaries of Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower another or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuewith Borrower, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower or any of its Subsidiaries may merge with another Person (other than the Borrower) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or its merging Subsidiary is the corporation surviving such merger, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,0005% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any material business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, either (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 7 Fiscal Quarters, either (x) constituted more than 20% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 8 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000.Fiscal Quarter or

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, or (2) the transfer from AFC to Holding Company or any Material Subsidiary of the capital stock of any Subsidiary, or (3) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of constituted more than $20,000,00015% of Consolidated Total Tangible Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (other than Excess Margin Stock) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, or with and into the Borrower where the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) Subsidiary Guarantors may transfer all or any part of its assets to another Loan Partyamong themselves, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not apply to loans or advances permitted by Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)other than inventory sold in the ordinary course of business), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of contributed more than $20,000,00020% of Consolidated Operating Profits during the four consecutive Fiscal Quarters immediately preceding such Fiscal Quarter and (e) the Borrower and any Subsidiary Guarantor may sell inventory in the ordinary course of business.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 6.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (b) Loan Parties and their Subsidiaries may merge with one another, provided that (ivi) if the Borrower merges with another Loan PartySubsidiary, the Borrower is the corporation Person surviving such merger and (ii) if the Borrower is not party to such merger but another Loan Party is party to such merger, a Loan Party is the Person surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part dispose of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 6.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower ------------------------------------------- will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Personorganization or entity, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may -------- merge with another Person organization or entity if (i) the Borrower or such Person was Subsidiary is the corporation surviving such merger and such survivor is an organization or entity organized under the laws of the United States of America or one of its statesStates (unless such survivor is a Subsidiary which is already an existing foreign organization), and (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during at any Fiscal Quartertime, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ------ the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and after the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater effective date of the transaction constitutes more than fifteen percent (determined with respect to each such asset transferred or discontinued15%) of more than $20,000,000Consolidated Total Assets as set forth or reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries, prepared in accordance with GAAP.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it the Borrower permit any Subsidiary of a Loan Party its Significant Subsidiaries to, consolidate with or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan Party the Borrower may consolidate with or merge with into another Person if (iA) such Person was is a solvent corporation organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower is the corporation surviving such merger, merger or consolidation and (iiiC) immediately after giving effect to such mergermerger or consolidation, no Event of Default shall have occurred and be continuing, (ii) subsidiaries may consolidate with or merge into one another or into any other Person if, in the case of a merger or consolidation involving a Significant Subsidiary, (A) such other Person is a solvent corporation organized under the laws of the United States of America or one of its states, (B) the Person surviving such merger or consolidation is a Wholly Owned Subsidiary and (C) immediately after giving effect to such merger or consolidation no Event of Default shall have occurred and be continuing, (iii) the Borrower and its Subsidiaries may sell, lease or otherwise transfer assets among themselves, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters, constituted more than 10% of Consolidated Total Assets at the end of such Fiscal Quarter and the three (3) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee ------------------------------------------- will not, nor and the Lessee will it not permit any Consolidated Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line Subsidiary or segmentdivision, provided that (a) a Loan Party the Lessee and any -------- Consolidated Subsidiary may merge with another Person (provided that in the event of such merger involving the Lessee, the Lessee is the surviving Person) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Lessee or a Consolidated Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Event of Default or Potential Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) another or with the Lessee or with any other Person which will become a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part Subsidiary as a result of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuesuch merger, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year contributed more than 17.5% of Consolidated Operating Profits for the immediately preceding three Fiscal Quarters have a fair market value Year, or book value whichever is greater (determined ii) sales of accounts receivable in connection with respect to each an accounts receivable securitization program in which the aggregate principal amount invested by the purchaser of such asset transferred or discontinued) of more than receivables does not exceed $20,000,000150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement) either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that: (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, states (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the consummation of the Chattanooga Sale/Leaseback Transaction, or (ii) in addition to the Chattanooga Sale/Leaseback Transaction, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinueddiscontinued (other than the Chattanooga Sale/Leaseback Transaction), during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, contributed more than 10% of EBITDA during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 6.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (b) Loan Parties and their Subsidiaries may merge with one another, provided that (ivi) if the Borrower merges with another Loan PartySubsidiary, the Borrower is the corporation Person surviving such merger and (ii) if the Borrower is not party to such merger but another Loan Party is party to such merger, a Loan Party is the Person surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part dispose of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 6.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe ------------------------------------------- Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if -------- (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 5.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding, however, for purposes of this clause (c) sales, contributions or book value whichever is greater other transfers of Securitization Assets permitted by clause (determined with respect to each such asset transferred or discontinuedd) of below and the CFC Sale) either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Borrower and its Participating Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe ------------------------------------------- Company will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Company may merge with another Person if -------- (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Company is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Company may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party a)the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party ii)the Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if b)Subsidiaries of the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than another or with the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valueBorrower, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 8 Fiscal Quarters have a fair market value or book value whichever is greater immediately preceding such Fiscal Quarter. Notwithstanding the foregoing, in no event shall any disposition of assets permitted in this Section 5.05 be permitted in the event that after such disposition (determined with respect to each such asset transferred or discontinuedA) of more Consolidated Total Assets shall be less than $20,000,00021,401,100 (which amount equals 90% of Consolidated Total Assets for the Fiscal Year ending December 31, 1994), or (B) assets not so disposed of shall have contributed less than $2,665,800 (which amount equals 90% of Consolidated Operating Profits for the Fiscal Year ending December 31, 1994).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall not, nor will it and shall not permit any Subsidiary of a Loan Party its Subsidiaries to, consolidate or merge with or into, or sellcomplete the Sale of, lease or otherwise transfer all or any substantial part of its assets to, any other Person; provided, or discontinue or eliminate any business line or segmenthowever, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, and (iii) immediately prior to and after giving effect to such merger, no Default shall have occurred and be continuing; (b) Subsidiaries of the Borrower, and (iv) if except Finsub, may merge with one another or with the Borrower merges with another Loan Party(provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving such merger) and may complete the Sale of, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with lease or otherwise transfer assets to one another, another or to the Borrower; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation limitations on the saleSale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) ), unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedi) of would have, if retained, contributed more than $20,000,00020% of Consolidated Gross Revenues during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter, or (ii) would have, if retained, contributed more than 20% of Consolidated Operating Profits during the four (4) Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, provided that in the case of a merger of a Restricted Subsidiary with an Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 5.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year, constituted more than 15% of Consolidated Total Assets measured as of the end of the immediately preceding three Fiscal Quarters have a fair market value Year and (z) transfers of Margin Stock. Nothing in this Section 5.04 shall be interpreted to (i) limit or book value whichever is greater abridge the provisions of Section 2.09(a) or (determined with respect ii) restrict the Borrower's ability to each dispose of (1) vehicles, (2) delivery routes, (3) assets obtained through acquisitions of businesses or assets on or after the date hereof, provided that proceeds of any such asset transferred disposition shall be reinvested in the Borrower by reducing Indebtedness or discontinuedby investing in operating assets, and (4) obsolete, under-performing or non-core assets, disposition of more than $20,000,000which, in management's judgment, would enhance the Borrower's operations and profitability, and dispositions described in this sentence shall not be subject to, or included in the computations under, clause (d) above.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with one another, (c) KCPQ Acquisition Corp., a Consolidated Subsidiary of the Borrower, may merge with Xxxxx Television Co. if (i) Xxxxx Television Co. is organized under the laws of the United States of America or one of its states, (ii) KCPQ Acquisition Corp. is the corporation surviving such merger, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,00020% of Consolidated Gross Revenues during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; provided, however, that the exchange of assets in connection with the WGNX Acquisition shall be excluded from any computation made pursuant to this Section 5.10(c).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater Quarters, either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,00020% of Consolidated Gross Revenues during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) contributed more than 20% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter; provided, however, that the assets transferred in connection with the Proposed Station Exchange shall be excluded from any computation made pursuant to this Section 5.10(c).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Guarantor will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate with or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, ; provided that (ai) a Loan Party the Guarantor or the Lessee may consolidate with or merge with into another Person if (iA) such Person was is a solvent corporation organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Guarantor or the Lessee is the corporation surviving such merger, merger or consolidation and (iiiC) immediately after giving effect to such mergermerger or consolidation, no Event of Default shall have occurred and be continuing, (ii) Subsidiaries may consolidate with or merge into one another or into any other Person if, in the case of a merger or consolidation involving a Significant Subsidiary, (A) such other Person is a solvent corporation organized under the laws of the United States of America or one of its states, (B) the Person surviving such merger or consolidation is a wholly owned Subsidiary and (C) immediately after giving effect to such merger or consolidation no Event of Default shall have occurred and be continuing, (iii) the Guarantor and its Subsidiaries may sell, lease or otherwise transfer assets among themselves, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarterfiscal quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters, either (A) constituted more than ten percent (10%) of Consolidated Total Assets at the end of such Fiscal Quarter or (B) contributed more than ten percent (10%) of Consolidated Operating Profits during such Fiscal Quarter and the three (3) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, (A) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Year constituted more than $20,000,00010% of Consolidated Tangible Net Worth, or (B) a transfer of assets as a part of a Permitted Sale-Lease Back/Bond Transaction.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal QuarterYear, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and Year constituted more than 10% of Consolidated Tangible Net Worth; provided, however, solely for the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined Year 1996, the sale of the stock of Clarx-Xxxxxxxx, Xxc. shall be excluded from the calculation of assets transfered hereunder with respect to each such asset transferred or discontinued) the 10% of more than $20,000,000Consolidated Tangible Net Worth limitation.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee will not, nor and the Lessee will it not permit any Consolidated Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line Subsidiary or segmentdivision, provided that (a) a Loan Party the Lessee and any Consolidated Subsidiary may merge with another Person (provided that in the event of such merger involving the Lessee, the Lessee is the surviving Person) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Lessee or a Consolidated Subsidiary is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Event of Default or Potential Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) another or with the Lessee or with any other Person which will become a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part Subsidiary as a result of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuesuch merger, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year contributed more than 17.5% of Consolidated Operating Profits for the immediately preceding three Fiscal Quarters have a fair market value Year, or book value whichever is greater (determined ii) sales of accounts receivable in connection with respect to each an accounts receivable securitization program in which the aggregate principal amount invested by the purchaser of such asset transferred or discontinued) of more than receivables does not exceed $20,000,000150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one anotheranother or with the Borrower, provided that with regard to any merger with the Borrower the conditions set forth in Section 5.11(a) are satisfied, (c) a Loan Party (other than A Subsidiary of the Borrower may sell, lease or an Eligible Guarantor) may otherwise transfer all or any substantial part of its assets to another Loan Party, the Borrower or a Wholly Owned Subsidiary of the Borrower; and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, prohibit a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), after the Closing Date and all other assets utilized in all other business lines or segments discontinueddiscontinued after the Closing Date (excluding transfers permitted by Section 5.11(c)), during such constitutes more than ten percent (10%) of Consolidated Total Assets determined at the end of the Fiscal Quarter and the immediately preceding three Fiscal Quarters have such transfer of assets or discontinuance or elimination of a fair market value business line or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000segment.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge or consolidate with one anotheranother or with the Borrower, (c) a Loan Party (other than any Subsidiary of the Borrower may be merged or consolidated with or into another Person to consummate an Eligible Guarantor) may transfer all or any part acquisition of its assets to another Loan Partysuch other Person permitted by Section 5.21, provided that the surviving Person shall be a Subsidiary of the Borrower, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Subsidiary to any other Subsidiary or to the Borrower, (ii) subject to the mandatory prepayment provisions of Section 2.08, the sale of equipment to be replaced at any Property, or (iii) subject to the mandatory prepayment provisions of Section 2.08, during any Fiscal Quarter, a transfer of other assets (including, but not limited to sale/leaseback transactions) in an arm's-length transaction for fair market value or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have (excluding, however, transfers of assets permitted by clauses (d) (i) and (ii) of this Section) had a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,0005,000,000, provided in each of the foregoing such cases no Default shall have occurred or will occur as a consequence thereof. At the request of the Borrower, the Collateral Agent shall release any Collateral sold by the Borrower or any Subsidiary in conformity with the foregoing provisions, so long as any prepayments required by Section 2.08 have been made.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not (i) prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,00020,000,000 or (ii) prohibit the Zenith Divesture.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Lessee will not, nor and will it not permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (ai) a Loan Party the Lessee may merge with another Person if (iA) such Person was is organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Lessee is the corporation Person surviving such merger, merger and (iiiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (bii) Subsidiaries of a Loan Party (excluding Loan Parties) the Lessee may merge with one another, (c) provided that if either party to the merger is a Loan Party (other than Subsidiary Guarantor, the Borrower or an Eligible surviving entity must be a Subsidiary Guarantor) may transfer all or any part of its assets to another Loan Party, (diii) any Subsidiary may merge with another Person if such merger is a Loan Party may sell Inventory in Permitted Acquisition and the ordinary course of business and for fair valueSubsidiary is the Person surviving such merger, and (eiv) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during such Fiscal Quarter and the 3 Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No None of the Loan Party Parties will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Domestic Subsidiaries of may merge with one another or with a Loan Party Foreign Subsidiary so long as the surviving entity is a Domestic Subsidiary and a Guarantor, (excluding Loan Partiesc) Foreign Subsidiaries may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters, either (x) constituted more than seven and one-half percent (7.5%) of Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than seven and one-half percent (7.5%) of EBITDA during the four (4) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding, however, for purposes of this clause (c) sales, contributions or book value whichever is greater other transfers of Securitization Assets permitted by clause (determined with respect to each such asset transferred or discontinuedd) of below) either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Borrower and its Participating Subsidiaries may sell, contribute and make other transfers of Securitization Assets pursuant to the Securitization Documents under a Permitted Securitization.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Applicable Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided provided, that (a) pursuant to the consummation of an Acquisition permitted under Section 5.06 (but not otherwise) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (ivb) Loan Parties may merge with one another, provided that if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (bc) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, ; (d) a Loan Party the Borrower may sell Inventory in dispose of the ordinary course of business and for fair value, Olive Branch Property; and (e) so long as no Event of Default shall exist or would result therefrom, the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during prohibit (i) sales of Inventory in the ordinary course of business and for fair value; (ii) transfers of assets between the Borrower and any Fiscal Quarter, Subsidiary in connection with an NMTC Transaction; provided that such Subsidiary has become a party to this Agreement and the other applicable Loan Documents pursuant to Section 5.24 hereof; and (iii) any other transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless ); provided that that aggregate value of the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with by all other assets transferred (excluding assets transferred under Sections 5.17(d))Loan Parties and all Applicable Subsidiaries of Loan Parties, and all other assets utilized in all other business lines or segments discontinuedso discontinued by all Loan Parties and all Applicable Subsidiaries of Loan Parties, shall not exceed $500,000 in the aggregate during such any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000Year.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower or its Subsidiaries may merge with another Person if (i) the Borrower or such Person was organized under Subsidiary, as the laws of the United States of America or one of its statescase may be, (ii) the Loan Party is the corporation surviving such merger, merger and (iiiii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, (i) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (A) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (B) contributed more than 10% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters have immediately preceding such Fiscal Quarter; (ii) any transfer of trade names and trademarks to KRC and the license by KRC of such trade names and trademarks to the Borrower and its Subsidiaries or in the ordinary course of business to other Persons; (iii) the sale of Inventory in the ordinary course of business (including without limitation transfers of raw materials and work-in-process Inventory to KEMET de Mexico, S.A. de C.V., for purposes of completing production of such Inventory); (iv) the sale or disposition of machinery and equipment by the Borrower or any Subsidiary no longer useful for the conduct of the Borrower's or such Subsidiary's business; (v) the transfer of assets among the Borrower and the Guarantors (including equity contributions in Guarantors); (vi) the sale of the Factor Receivables (including without limitation intercompany transfers of Foreign Trade Receivables in anticipation of their becoming Factor Receivables) and payments to purchasers of Factor Receivables (and, intercompany transfers in anticipation of such payments) of amounts representing collections of 50 Factor Receivables; (vii) the sale of assets from time to time by the Pledgor to Greenville County, South Carolina and/or Greenwood County, South Carolina pursuant to the Bond Issuance and Purchase Agreement; (viii) transfers of assets (including in the case of transfers to Subsidiaries which are Guarantors, equity contributions) from any Subsidiary which is not a Guarantor to the Borrower or to any Subsidiary which is a Guarantor; (ix) transfers permitted under Section 5.06 or 5.07; and (x) transfers of assets (including equity contributions) to any Subsidiary which is not a Guarantor in exchange for cash in an amount at least equal to the fair market value of the assets so transferred (but only to the extent such cash is paid at or book value whichever is greater (determined with respect prior to each the time of such asset transferred or discontinued) of more than $20,000,000transfer).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party (other than Non-Operating Subsidiaries) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, (i) the transfer of assets from any Subsidiary to the Borrower or a Guarantor, or (ii) during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary), other than a transfer of assets pursuant to the immediately preceding clause (i), or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter. Nothwithstanding any provision of any Loan Document that prohibits or otherwise limits the transfer of assets by a Subsidiary, a transfer of assets by a Subsidiary in accordance with Section 6.13(c)(i) above shall not be, nor be deemed to be, a default under, or breach of, any such Loan Document so long as the assets so transferred continue to be subject to such Loan Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of the Borrower merges may merge with another Loan Partyone another, provided that in the case of a merger of a Restricted Subsidiary with an Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 5.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and Year, constituted more than 15% of Adjusted Consolidated Total Assets measured as of the end of the immediately preceding three Fiscal Quarters have a fair market value Year and (z) transfers of (but not Liens on) Margin Stock. Nothing in this Section 5.04 shall be interpreted to (i) limit or book value whichever is greater abridge the provisions of Section 2.09(a) or (determined with respect ii) restrict the Borrower's ability to each dispose of (1) vehicles, (2) delivery routes, (3) assets obtained through acquisitions of businesses or assets on or after the date hereof, provided that proceeds of any such asset transferred disposition shall be reinvested in the Borrower by reducing Indebtedness or discontinuedby investing in operating assets, and (4) obsolete, under-performing or non-core assets, disposition of more than $20,000,000which, in management's judgment, would enhance the Borrower's operations and profitability, and dispositions described in this sentence shall not be subject to, or included in the computations under, clause (d) above.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters, either (x) constituted more than 5% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 5% of Consolidated Operating Profits during the 8 consecutive Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that PROVIDED THAT (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement, the POP Disposition, the Agency Disposition and the CFC Sale (determined with respect to the POP Disposition, the Agency Disposition and the CFC Sale each such asset transferred or discontinuedas defined in the Credit Agreement)) of either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Master Servicer will not, nor will it permit any Significant Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (including, without limitation, any of its Subsidiaries) to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Master Servicer or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Master Servicer or such Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default Unmatured Liquidation Event or Liquidation Event shall have occurred and be continuing, (b) Subsidiaries of the Master Servicer may merge with the Master Servicer or one another, provided the conditions set forth in clauses (i) and (iviii) if above are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Master Servicer, the Borrower Master Servicer is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation discontinuance or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value (excluding however, for purposes of this clause (c) sales, contributions, or book value whichever is greater other transfers of Receivables pursuant to the Sale Agreement, the POP Disposition, the Agency Disposition and the CFC Sale (determined with respect to the POP Disposition, the Agency Disposition and the CFC Sale each such asset transferred or discontinuedas defined in the Credit Agreement)) of either (x) contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter, and (d) the Master Servicer and its Subsidiaries may sell, contribute and make other transfers as contemplated by the Transaction Documents.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it the Borrower permit any Subsidiary of a Loan Party its Significant Subsidiaries to, consolidate with or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, Person (other than sales of inventory in the ordinary course of business); provided that (ai) a Loan Party the Borrower may consolidate with or merge with into another Person if (iA) such Person was is a solvent corporation organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower is the corporation surviving such merger, merger or consolidation and (iiiC) immediately after giving effect to such mergermerger or consolidation, no Event of Default shall have occurred and be continuing, (ii) subsidiaries may consolidate with or merge into one another or into any other Person if, in the case of a merger or consolidation involving a Significant Subsidiary, (A) such other Person is a solvent corporation organized under the laws of the United States of America or one of its states, (B) the Person surviving such merger or consolidation is a Wholly Owned Subsidiary and (C) immediately after giving effect to such merger or consolidation no Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (eiii) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinuedtransferred, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Quarters, constituted more than $20,000,00010% of Consolidated Total Assets at the end of such Fiscal Quarter; provided further, that the foregoing provisions of this Section shall not limit the ability of the Borrower and its Subsidiaries to sell, lease or otherwise transfer assets among themselves.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a1) the Borrower or any Subsidiary or any Minor Subsidiaries utilized in a Loan Party merger or acquisition transaction may merge with another Person if (iA) such other Person was organized under the laws of the United States of America or one of its states, (iiB) the Loan Party Borrower or such Subsidiary or any Minor Subsidiaries utilized in a merger or acquisition transaction (as the case may be) is the corporation surviving such merger, ; and (iiiC) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and ; (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b2) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, provided that: (cA) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets immediately afer giving effect to another Loan Partysuch merger, (d) a Loan Party may sell Inventory in the ordinary course of business no Default shall have occurred and for fair value, be continuing; and (eB) if such merger involves Cosmos, Liberty Life or Liberty Insurance Services, then Cosmos, Liberty Life or Liberty Insurance Services, as the case may be: (x) must be the corporation surviving such merger; and (y) must remain a Wholly Owned Subsidiary; and (3) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, prohibit during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined excluding the assets sold in connection with respect to each such asset transferred or discontinuedthe Pierxx Xxxional Sale), either (x) of constituted more than $20,000,00010% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter (excluding the assets sold in connection with the Pierxx Xxxional Sale), or (y) contributed more than 10% of Consolidated Operating Profits during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter (excluding Operating Profits attributable to the assets sold in connection with the Pierxx Xxxional Sale).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge or consolidate with one anotheranother or with the Borrower, (c) a Loan Party (other than any Subsidiary of the Borrower may be merged or consolidated with or into another Person to consummate an Eligible Guarantor) may transfer all or any part acquisition of its assets to another Loan Partysuch other Person permitted by Section 5.21, provided that the surviving Person shall be a Subsidiary of the Borrower, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Subsidiary to any other Subsidiary (other than of Collateral by Eastwynn) or to the Borrower, or (ii) subject to the mandatory prepayment provisions of Section 2.10, during any Fiscal Quarter, a transfer of assets in an arm's length transaction for fair market value or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, transfers of assets permitted by clause (i) of this Section) contributed more than 10% of Consolidated Operating Income during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, and (e) subject to the mandatory prepayment provisions of Section 2.10 and to presentation to the Administrative Agent and the Lenders of a certificate showing pro forma compliance with the financial covenants contained in this Agreement after giving effect thereto, the Borrower may enter into sale/leaseback transactions after the Effective Date in an amount not to exceed in the aggregate $20,000,000150,000,000, provided in each of the foregoing such cases no Default shall be in existence or be created thereby. At the request of the Borrower, the Collateral Agent shall release any Collateral sold by the Borrower or Eastwynn in conformity with the foregoing provisions, so long as any prepayments required by Section 2.10 have been made.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, continuing and (iv) if the Borrower merges with another Loan Party, shall have demonstrated in writing to the Agent's satisfaction that the Borrower is shall be in pro forma compliance with the corporation surviving such mergercovenants of the Borrower set forth in this Agreement, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the fourth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of EBILT during the 8 Fiscal Quarters have a fair market value or book value whichever is greater immediately preceding such Fiscal Quarter. Notwithstanding the foregoing, in no event shall any disposition of assets permitted in this Section 5.05 be permitted in the event that after such disposition (determined with respect to each such asset transferred or discontinuedA) of more Consolidated Total Assets shall be less than $20,000,00037,972,800 (which amount equals 90% of Consolidated Total Assets for the Fiscal Year ending December 31, 1997), or (B) assets not so disposed of shall have contributed less than $3,365,100 (which amount equals 90% of EBILT for the Fiscal Year ending December 31, 1997).

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party provided, however, that, subject at all times to Section 5.19, the Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (i) such Person was organized under the laws of the United States of America or one of its states, states (ii) the Loan Party Borrower or such Subsidiary (as the case may be) is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if any Subsidiaries of the Borrower merges may (i) merge or consolidate with another Loan Party, each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (bii) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one anothersell assets to each other or to the Borrower; and, (c) a Loan Party (other than provided, further, that the Borrower or may, upon giving at least two (2) Business Days written notice to the Agent thereof, consummate an Eligible Guarantor) may transfer all or any part of its assets to another Loan PartyApplebee's Spinoff, (d) a Loan Party may sell Inventory in if made on the ordinary course of business and for fair valueterms set forth within the definition thereof, and (e) provided that the foregoing limitation on Net Cash Proceeds therefrom, to the saleextent not used to repay, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction full or in a series part, the indebtedness of related transactionsBorrower then existing under the credit agreement described in Section 6.1.14 below, are used either (i) unless the aggregate assets to be so transferred make an optional prepayment of any Borrowings then outstanding hereunder, or utilized (ii) to make investments permitted under Section 5.19 or (iii) for working capital in a business line or segment to be so discontinued, when combined with all Borrower's business; but for no other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000purposes.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Restricted Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Restricted Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge or consolidate with one anotheranother or with the Borrower, (c) a Loan Party (other than any Restricted Subsidiary of the Borrower may be merged or consolidated with or into another Person to consummate an Eligible Guarantor) may transfer all or any part acquisition of its assets to another Loan Partysuch other Person permitted by Section 5.05, (d) provided that the surviving Person shall be a Loan Party may sell Inventory in Restricted Subsidiary of the ordinary course of business and for fair valueBorrower, and (ed) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibitprohibit (i) the sale, lease or other transfer of assets by a Restricted Subsidiary to any other Restricted Subsidiary or to the Borrower, or (ii) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three seven Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinuedexcluding, however, transfers of assets permitted by clause (i) of this Section), either (x) constituted more than $20,000,00015% of Consolidated Total Assets at the end of the eighth Fiscal Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Income during the 8 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willFlowers will not, nor will it permit any Material Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party Flowers may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Flowers is the corporation surviving such merger, merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ivb) if Subsidiaries of Flowers may merge with one another, provided that in the Borrower merges case of a merger of a Restricted Subsidiary with another Loan Partyan Unrestricted Subsidiary, the Borrower Restricted Subsidiary is the corporation surviving such merger, (bc) Subsidiaries of a Loan Party (excluding Loan Parties) other Persons may merge into or with one another, (c) a Loan Party (other than the Borrower or Subsidiaries to effect an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, acquisition permitted by Section 8.15 and (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line Subsidiary or segment division shall not prohibitprohibit (x) transfers of assets (including stock of a Restricted Subsidiary) to or among Restricted Subsidiaries, (y) during any Fiscal QuarterYear, a transfer of assets other than Margin Stock or the discontinuance or elimination of a business line Subsidiary or segment division (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line Restricted Subsidiary or segment division to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines Restricted Subsidiaries or segments divisions discontinued, during such in any Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of Year, constituted more than $20,000,000.15% of Adjusted Consolidated Total Assets measured as of the end of the immediately

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower will not, nor will it permit any Subsidiary of a Loan Party (other than Non-Operating Subsidiaries) to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) the Borrower or a Loan Party Subsidiary may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower or the Subsidiary, as the case may be, is the corporation surviving such merger, merger and (iii) immediately preceding and after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with the Borrower or one another, provided the conditions set forth in Section 6.13(a)(i) and (iviii) if are satisfied, and in the Borrower merges case of a merger with another Loan Partythe Borrower, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a sale or transfer of assets (including, without limitation, the sale or transfer of a Subsidiary) or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so sold or transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))sold or transferred, and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater either (determined with respect to each such asset transferred or discontinuedx) of contributed more than $20,000,0005% of Consolidated EBITDA during the 4 consecutive Fiscal Quarters immediately preceding such Fiscal Quarter, or (y) constituted more than 5% of Consolidated Total Assets at the end of such Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that that. The Borrower will not, nor will it permit any of the Guarantors to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets, whether not owned or hereafter acquired, but excluding (w) any transaction permitted under Section 5.12 or 5.42, (x) assets (other than Portfolio Investments) sold or disposed of in the ordinary course of business (including to make expenditures of Cash and Cash Equivalents in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y) subject to the provisions of clauses (c)(1) and (c)(2) below, Portfolio Investments. Notwithstanding the foregoing in this Section 5.17, (a) pursuant to the consummation of an Acquisition permitted under Section 5.08 (but not otherwise) 117 ​ WBD (US) 42673629v7​ 740444017 21672061 ​ a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation Person surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation Person surviving such merger, ; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, ; and (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment segmentfollowing shall not prohibit, during any Fiscal Quarter, prohibitbe prohibited: (1) a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless in the aggregate ordinary course of business if, after giving effect thereto the Borrower and its Subsidiaries shall be in compliance on a pro forma basis,divestitures of Portfolio Investments (other than to a SPV Subsidiary) so long as after giving effect to such sale, transfer, discontinuation or elimination, with the terms and conditions of this Agreement and or other disposition (and any concurrent acquisitions of Portfolio Investments or payment or cash collateralization of Revolving Credit Exposure at such time) either (A) the Revolving Credit Exposure does not exceed the Borrowing Base or (B) if such sale, transfer or other disposition is made pursuant to, and in accordance with, a plan submitted and accepted in accordance with Section 2.11(c) or if the Administrative Agent otherwise consents in writing, the amount by which the Revolving Credit Exposure exceeds the Borrowing Base is reduced thereby or maintained, (2) divestitures of Portfolio Investments in the ordinary course of business if, after giving effect theretoto a SPV Subsidiary so long as the Borrower and its Subsidiaries shall beis in compliance on a pro forma basis, after giving effect to any such divestiture, with each of the terms and conditions of this Agreement;set forth in Section 5.13(v), (3) any sale, lease or other transfer of assets by any Guarantor to be the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures (including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor or (ii) so transferred or utilized long as such transaction results in a business line Loan Party receiving the proceeds of such disposition, to any other Person, provided, however, that upon the occurrence and during the continuance of a Default or segment to be so discontinuedan Event of Defaultin the case of this clause (ii) if such Subsidiary is a Guarantor or holds any Portfolio Investments, when combined with all other assets transferred the Borrower shallwould not sell, transfer or otherwise dispose of any asset (excluding assets transferred under Sections 5.17(d))including without limitation any Portfolio Investment) without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, and all other assets utilized in all other business lines or segments discontinuedto the extent approved by the Required Lenders, during the Borrower may transfer Portfolio Investments to any SPV Subsidiary, so long as (i) such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a Portfolio Investments are sold to such SPV Subsidiary for fair market value value, in compliance with the requirements of Section 4.40 and without recourse to the Borrower other than such repurchase or book value whichever substitution rights or obligations under the applicable purchase agreement as approved by the Required Lenders, (ii) the Borrower is greater in compliance with Section 5.13; and (determined with respect iii) immediately before and after giving effect to each such asset transferred transfer, no Default or discontinued) Event of more than $20,000,000Default shall existhave been prohibited from disposing of any such Portfolio Investments to such other Person under any other term of this Agreement.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained, and the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with or sell their assets to one another, (c) a Loan Party (other than another or to the Borrower or an Eligible Guarantor) may transfer all or any as part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuePermitted Acquisition, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three seven (7) Fiscal Quarters, either (x) constituted more than twenty-five percent (25%) of the Borrower’s Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding the date of any determination, or (y) contributed more than twenty-five (25%) of the Borrower’s Consolidated Gross Profits during the eight (8) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.

Consolidations, Mergers and Sales of Assets. No Loan Party willThe Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained, and the Borrower will not, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party the Borrower may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party Borrower is the corporation entity surviving such merger, and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) the Borrower may merge with or sell their assets to one another, (c) a Loan Party (other than another or to the Borrower or an Eligible Guarantor) may transfer all or any as part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair valuePermitted Acquisition, and (ec) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d))transferred, and all other assets utilized in all other business lines or segments discontinued, discontinued during such Fiscal Quarter and the immediately preceding three seven (7) Fiscal Quarters, either (x) constituted more than twenty-five percent (25%) of the Borrower's Consolidated Total Assets at the end of the Fiscal Quarter immediately preceding the date of any determination, or (y) contributed more than twenty-five (25%) of the Borrower's Consolidated Gross Profits during the eight (8) Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each immediately preceding such asset transferred or discontinued) of more than $20,000,000Fiscal Quarter.