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

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (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 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, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (a) the Borrower or a 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 Borrower or such Subsidiary is the corporation surviving such merger, or if such Subsidiary would not be the surviving Person, the surviving Person would be a Subsidiary of the Borrower (provided that if the Subsidiary party to such merger is a Domestic Subsidiary, then the entity surviving such merger must be a Domestic Subsidiary), and (iiiii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with one anotheranother (provided that if the Subsidiary party to such merger is a Domestic Subsidiary, then the entity surviving such merger must be a Domestic Subsidiary), or (as long as the Borrower is the corporation surviving such merger) with the Borrower, and (c) the foregoing limitation on the sale, lease or other transfer of assets, assets and on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, segment shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) the sale of finished goods in the ordinary course of business, (3) sales, leases or other transfers of assets by Russxxx Xxxporation and the Borrower to a Guarantor or by European Subsidiaries which existed on any Subsidiary to the Closing Date to new European Subsidiaries as part Borrower or a Guarantor, (4) any transfer of the European Reorganization assets that would be an Investment permitted by Section 6.06, or (35) during any Fiscal Quarter, a transfer sales, leases or other 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), or any liquidation or dissolution of a Subsidiary, ) unless the aggregate assets to be so sold, leased or transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolveddiscontinued, when combined with all other assets sold, leased or transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolveddiscontinued, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (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 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) Domestic Subsidiaries of the Borrower may merge with one another, Foreign Subsidiaries of Borrower may merge with one another, and any Subsidiary may merge into its parent; and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit prohibit: (1) the sale Borrower, Cross Creek and DeSoto from selling any or all of their respective Receivables to Russell Financial; Russell Financial from selling or xxxxxxise transferxxxx xxy of its Receivables on or about the Amendment Date to any of the Borrower, Cross Creek or DeSoto or Russell Financial from reconveying Reconveyed Receivxxxxx xursuant to the Receivables Purchase Agreements; (2) the Borrower and its Subsidiaries from granting Liens permitted under Section 5.17 upon their assets, including any Liens that may be granted pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or Bridge Loan Documents; (3) the Borrower or any Subsidiary, during any Fiscal Quarter, a transfer of from transferring assets (other than the Collateral) or the discontinuance discontinuing or elimination of eliminating a business line or segment (in a single transaction or in a series of related transactions), or any liquidation from liquidating or dissolution of dissolving a Subsidiary, unless Subsidiary if the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either Quarters (x) constituted does not constitute more than 10% of Consolidated Total Assets at the end of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or and (y) contributed does not contribute more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, ; or (34) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The ------------------------------------------- Borrower will not, nor will it the Borrower permit any Subsidiary 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, or liquidate or dissolve, provided that (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 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 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 Subsidiary to the Borrower or another Subsidiary, (d) any Wholly-Owned Subsidiary may dissolve or liquidate so long as the assets of such Subsidiary at the time of such dissolution or liquidation are transferred to such Subsidiary's shareholder and such 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 (cg) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Programprohibit, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) 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 any liquidation such Subsidiary or dissolution of a Subsidiary, unless (y) the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolveddiscontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolveddiscontinued, during such Fiscal Quarter and the immediately preceding 3 three Fiscal Quarters, either (x) constituted more than 1020% of Consolidated Total Assets at the end of the most recent fourth Fiscal Year Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor and will it not permit any Subsidiary Secured Credit Party to, directly or indirectly (i) consolidate or merge with or into, into any other Person or (ii) sell, lease lease, license or otherwise transfer transfer, directly or indirectly, (A) any Accounts or any lockbox or deposit (or similar) accounts into which are deposited from time to time or which contain any cash representing Accounts or the proceeds thereof (the Accounts, lockboxes and deposit (or similar) accounts described in this clause (ii)(A) are hereinafter referred to as the "ACCOUNT COLLATERAL") or (B) all or any substantial part substantially all of its assets tothe Companies' assets, any other Person, or discontinue or eliminate any business line or segment, or liquidate or dissolve, taken as a whole; provided that nothing contained in this Section 5.6 shall prohibit (a) the Borrower may merge with another Person if (i) such Person was organized under the laws mergers between Restricted Companies or transfers of the United States of America or one of its states, (ii) the Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuingassets between Restricted Companies, (b) Subsidiaries of the Borrower may merge with one another, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive SubsidiarySecured Credit Party (other than Borrower) (provided that the Agent's Lien on the Collateral shall continue unaffected by such transfer), or (4c) any so long as no Event of Default exists before or after giving effect thereto, the transfer of all or substantially all of the assets (other than Account Collateral) of a Restricted Subsidiary to an Unrestricted Subsidiary. Notwithstanding anything set forth in this Section 5.6 to the contrary, a Secured Credit Party (other than the Borrower) may transfer Account Collateral of such action Secured Credit Party in connection with the Restructuring Programtransfer of all assets of such Secured Credit Party pursuant to a transaction otherwise permitted under this Credit Agreement; provided that (i) neither an over-advance nor an Event of Default shall have occurred and be continuing or would result from such transfer, (ii) immediately upon such transfer, all transferred Accounts shall be excluded from the Borrowing Base, and (iii) at least 5 Businesses Days prior to such transfer, the Borrower shall provide Agent with (x) a Borrowing Base Certificate evidencing the fact that, both before and after giving effect to the transfer of such Accounts and the exclusion therefrom from the Borrowing Base, Revolving Loan Outstandings do not exceed the Revolving Loan Limit and (y) evidence, in form and substance reasonably acceptable to Agent, that cash collections with respect to such transferred Accounts will not be commingled with cash collections continuing to be included in the Borrowing Base after giving effect to such transfer.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolveprovided, provided that however, that, (ai) subject at all times to Section 5.20, the Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (iA) such Person was organized under the laws of the United States of America or one of its states, (iiB) the Borrower or such Subsidiary (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, (bii) any Subsidiaries of the Borrower may (A) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (B) sell assets to each other or to the Borrower and (iii) in connection with acquisitions permitted pursuant to clause (xii) of Section 5.20, the Borrower may cause one anotheror more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and, provided, further, that the Borrower may consummate Asset Sales so long as, unless otherwise approved in writing by the Required Banks, each of the following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2, to the extent required thereby, and to the extent not so required, to make optional prepayments of the Revolving Loans pursuant to Section 2.8 hereof and for working capital in Borrower's business, but for no other purpose, and (cv) the foregoing limitation on the sale, lease no Default has occurred which is then continuing or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the otherwise would result from such sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programoccurring.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, consolidate enter into any merger, consolidation or merge amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in the present method of conducting business, except that (i) any Subsidiary may be merged into the Borrower (providing that the Borrower shall be the surviving corporation) or merged or consolidated with or intointo any one or more other Subsidiaries, (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower or a wholly-owned Subsidiary of the Borrower, and (iii) the Borrower may be merged or consolidated with any other Person; provided that the Borrower is the surviving corporation and no Default would occur hereunder after giving effect thereto; and provided further, that none of the Borrower, the Guarantor, or any of the Subsidiaries of Borrower, or any Subsidiaries of such Subsidiaries, shall enter into any merger or consolidation with any Person engaged in the business of real estate development as its primary business. Neither the Borrower nor any of its Subsidiaries shall sell or otherwise dispose of any of its assets except for sales or other dispositions in the ordinary course of business of (x) obsolete or worn out property, or (y) other property; provided that the aggregate book value of such other property so sold or disposed of in any twelve month period (exclusive of sales and dispositions pursuant to the following proviso) shall not exceed 10% of the Consolidated Adjusted Total Assets of the Borrower and its Subsidiaries at the beginning of such period; and provided, further, that Turnxx Xxxelopment Corporation and its subsidiaries and Rickenbacker Holdings, Inc., a Delaware corporation, and its subsidiaries may 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, or liquidate or dissolve, provided that (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 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, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of real estate assets or the discontinuance or elimination of a business line or segment (interests therein in a single transaction or in a series of related arm's-length transactions), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The ------------------------------------------- Borrower will not, nor will it permit any Subsidiary to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets (except, with respect to sale of membership interests or voting common stock of GPS, to the extent it would not create an Event of Default under Section 6.01(p)) to, any other Person, or discontinue or eliminate any Operating Subsidiary or business line or segment, or liquidate or dissolve, provided that (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 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 Subsidiary Guarantors may merge with and sell assets to, one anotheranother and the Borrower, and (c) the foregoing limitation Borrower and the Subsidiaries may eliminate or discontinue business lines and segments from time to time if such action (i) has been approved by the Board of Directors of the Borrower, and (ii) the Borrower or any such Subsidiary provides all of the Banks with evidence satisfactory to the Required Banks, in their reasonable judgment, that such elimination or discontinuance will not jeopardize the Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan Documents, (d) so long as no Default shall be in existence either immediately prior to or following any asset disposition, the Borrower may sell or otherwise dispose of (x) assets of the Borrower and other Subsidiaries to GPS not exceeding a cumulative aggregate book value equal to $17,300,000, (y) any of its Equipment Lease Agreements and (z) any of its other assets in an amount of up to $10,000,000 in fair market value during each consecutive 12 month period, (e) during the existence of a Default which does not constitute an Event of Default, the Borrower may continue to enter into Equipment Leases Agreements on the sale, lease or other transfer of assets, same terms on the discontinuation or elimination of a business line or segmentwhich such sales customarily were consummated prior to such Default, and on liquidation and dissolution, shall not prohibit (f) Subsidiaries which are formed for the sole purpose of (1) the sale of Receivables pursuant to the Receivables Securitization Programmerging into Persons that will become Subsidiary Guarantors in accordance with Section 5.10, or (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on acquiring the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets or the discontinuance stock of Persons and thereafter becoming Subsidiary Guarantors in accordance with Section 5.10, may merge with such Persons or elimination of a business line or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, unless the aggregate consolidate those Persons' assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programassets of those Subsidiaries.

Consolidations, Mergers and Sales of Assets. The Borrower Lessee will not, nor will it permit any Subsidiary 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, however, that, (i) subject at all times to Section 5.19, the Lessee or liquidate or dissolve, provided that (a) the Borrower any Subsidiary may merge with another Person (which is not the Lessee or such Subsidiary) if (iA) such Person was organized under the laws of the United States of America or one of its states, (iiB) the Borrower Lessee or such Subsidiary (as the case may be) is the corporation surviving such merger and (iiiC) immediately after giving effect to such merger, no Lease Default shall have occurred and be continuing, (bii) any Subsidiaries of the Borrower Lessee may (A) merge or consolidate with one another, and each other or with the Lessee (c) so long as the foregoing limitation on Lessee is the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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 transactionscorporation surviving such merger), or any liquidation or dissolution of a Subsidiary, unless the aggregate (B) sell assets to be so transferred each other or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, the Lessee and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either (xiii) 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with acquisitions permitted pursuant to clause (l) of Section 5.19, the Restructuring ProgramLessee may cause one or more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and, provided, further, that the Lessee may consummate Asset Sales so long as, unless otherwise approved in writing by the Required Lenders, each of the following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2 of the Credit Agreement, to the extent required thereby, and to the extent not so required, to make optional prepayments of the Revolving Loans (as defined in the Credit Agreement) pursuant to Section 2.8 of the Credit Agreement and for working capital in Lessee's business, but for no other purpose and (v) no Lease Default has occurred which is then continuing or otherwise would result from such sale occurring.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary to, (a) Directly or indirectly consolidate with 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 segmentpermit another Person to merge into it, or liquidate or dissolve, provided that (a) unless it is a Guarantor merging into the Borrower may merge (with the Borrower being the surviving entity) or another Person if Guarantor; provided, that, (i) such Person was organized under entity has provided the laws of the United States of America or one of its statesAdministrative Agent with written notice at least ten (10) Business Days prior to such merger, (ii) all Liens in favor of the Borrower is Administrative Agent granted by such entities continue to be valid, perfected and first priority (except for pre-existing Liens on the corporation surviving assets of such merger other Person which are also Permitted Liens, and (iii) immediately after giving effect to such merger, in no Default event shall have occurred and be continuingACE Funding merge into Borrower or any Subsidiary of Borrower, (b) Subsidiaries of acquire all or substantially all the Borrower may merge Equity Interests or other ownership interests in, any other Person (except for Acceptable Acquisitions that also comply with one anotherSection 5.11), and (c) the foregoing limitation on the salesell, lease lease, transfer or other transfer assign to any Persons or otherwise dispose of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (whether in a single one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or (d) otherwise sell any liquidation of its assets other than assets which are of nominal value or dissolution obsolete or are replaced by assets of a Subsidiaryequal suitability and value; provided, unless however, that (i) the Borrower and its Subsidiaries may sell or otherwise dispose of assets obtained in the Pomegranate Transaction of the type disclosed to the Administrative Agent in writing prior to the Second Amendment Closing Date in an aggregate amount not to exceed the amount disclosed to the Administrative Agent in writing prior to the Second Amendment Closing Date, (ii) in addition to clause (i) immediately preceding, the Borrower and its Subsidiaries may sell only fixed assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved(i.e., when combined with all other assets transferredfurniture, fixtures, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolvedequipment), during such Fiscal Quarter goodwill, and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action leasehold interests in connection with the Restructuring Programdisposition of stores in the ordinary course of business (but in no event cash, checks, accounts, receivables or working capital) in an amount not to exceed $7,500,000 in the aggregate in any Fiscal Year, and (iii) any Guarantor may sell or lease any of its assets to the Borrower or to another Guarantor if and only if all Liens on any such assets in favor of the Administrative Agent continue to be valid, perfected and first priority subsequent to such sale or lease.

Consolidations, Mergers and Sales of Assets. The Borrower Franklin Electric will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (a) the Borrower a)Franklin Electric 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 Borrower ii)Franklin Electric 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 b)Subsidiaries of the Borrower Franklin Electric may merge with one anotheranother or with Franklin Electric, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1) the any sale of Receivables pursuant to the Receivables Securitization Programaccounts receivable of Franklin Electric or any Subsidiary, (2) transfers any sale and leaseback of assets any Property owned by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part Franklin Electric or any of the European Reorganization or its Subsidiaries, (3) during any Fiscal Quartersale, a lease or 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), made by Franklin Electric or any liquidation or dissolution Subsidiary in the ordinary course of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiaryits business, or (4) any such action sale, lease or other transfer of assets outside of the ordinary course of business so long as the aggregate amount of assets sold, leased or otherwise transferred outside of the ordinary course of business in connection the then most recent twelve (12) month period which were not otherwise permitted by this Section 5.10 to be sold, leased or otherwise transferred together with the Restructuring Programamount of any assets then proposed to be sold, leased or otherwise transferred outside of the ordinary course of business which are not otherwise permitted by this Section 5.10 to be sold, leased or otherwise transferred (A) does not constitute more than fifteen percent (15%) of Consolidated Total Assets determined as of the end of the most recently ended Fiscal Year and (B) has not contributed more than fifteen percent (15%) of Consolidated Operating Profits for the most recently ended Fiscal Year.

Consolidations, Mergers and Sales of Assets. The Borrower Franklin Electric will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (a) the Borrower Franklin Electric 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 Borrower Franklin Electric 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 Franklin Electric may merge with one anotheranother or with Franklin Electric, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1) the any sale of Receivables pursuant to the Receivables Securitization Programaccounts receivable of Franklin Electric or any Subsidiary, (2) transfers any sale and leaseback of assets any Property owned by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part Franklin Electric or any of the European Reorganization or its Subsidiaries, (3) during any Fiscal Quartersale, a lease or 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), made by Franklin Electric or any liquidation or dissolution Subsidiary in the ordinary course of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiaryits business, or (4) any such action sale, lease or other transfer of assets outside of the ordinary course of business so long as the aggregate amount of assets sold, leased or otherwise transferred outside of the ordinary course of business in connection the then most recent twelve (12) month period which were not otherwise permitted by this Section 5.10 to be sold, leased or otherwise transferred together with the Restructuring Programamount of any assets then proposed to be sold, leased or otherwise transferred outside of the ordinary course of business which are not otherwise permitted by this Section 5.10 to be sold, leased or otherwise transferred (A) does not constitute more than fifteen percent (15%) of Consolidated Total Assets determined as of the end of the most recently ended Fiscal Year and (B) has not contributed more than fifteen percent (15%) of Consolidated Operating Profits for the most recently ended Fiscal Year.

Consolidations, Mergers and Sales of Assets. (a) The Borrower will not, nor will it permit any Subsidiary of its 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 Operating Subsidiary or business line or segment, or liquidate or dissolve, provided that (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 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 may merge with, and sell assets to, one another and the Borrower, except that no Subsidiary of the Borrower may Borrower, other than a member of the GPS Group, shall merge with one anotheror sell assets to a member of the GPS Group, and (c) the foregoing limitation Borrower and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if (i) such action has been approved by the Board of Directors of the Borrower, and (ii) such elimination or discontinuance will not jeopardize the Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan Documents, (d) so long as no Default shall be in existence either immediately prior to or following any asset disposition, the Borrower and its respective Subsidiaries may sell or otherwise dispose of (x) any Equipment Lease Agreements and (y) any other assets in an aggregate amount of up to $10,000,000 in fair market value during each consecutive 12 month period, (e) during the existence of a Default which does not constitute an Event of Default, the Borrower may continue to enter into Equipment Lease Agreements on the salesame terms on which such sales customarily were consummated prior to such Default, lease or other transfer (f) Subsidiaries which are formed for the sole purpose of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Programmerging into Persons that will become Subsidiaries, or (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on acquiring the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets or stock (or in the discontinuance or elimination case of a business line limited liability company, the members' equivalent equity interests) of Persons and thereafter becoming Subsidiaries, may merge with such Persons or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, unless the aggregate consolidate those Persons' assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programassets of those Subsidiaries and (g) GPS may effect an LLC Conversion as set forth in Section 6.09(b).

Consolidations, Mergers and Sales of Assets. The Neither IR Parent nor the Lead Borrower will not(a) consolidate, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that (a) the Borrower may merge with another Person if unless (i) the company surviving such Person was organized under the laws consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of the United States of America or one of its states, IR Parent and (ii) the Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing, continuing or (b) Subsidiaries of the Borrower may merge with one another, and (c) the foregoing limitation on the salesell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other transfer Person, unless (i) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of assetsIR Parent (including, on the discontinuation or elimination of without limitation, through a business line or segmentliquidation, and on liquidation and dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (ii) immediately after giving effect to such transfer, no Default shall not prohibit have occurred and be continuing and (1iii) except in the case of any such transaction involving the sale of Receivables pursuant all or substantially all of the assets of the Lead Borrower (which transactions shall be subject to the Receivables Securitization Programlast 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 Lead Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Lead Borrower is not the surviving company of a merger, amalgamation or consolidation (2in the case of a transaction permitted by clause (a) transfers of assets this Section 5.7) or is the transferor (in the case of a transaction permitted by Russxxx Xxxporation and by European Subsidiaries which existed on clause (b) of this Section 5.7), then the Closing Date to new European Subsidiaries as part of entity that is the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets surviving company or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions)transferee, or any liquidation or dissolution of a Subsidiaryas the case may be, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either shall (x) constituted more than 10% affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of Consolidated Total Assets at this Agreement and assume the end obligations hereunder of the most recent Fiscal Year immediately preceding such Fiscal Quarter, or Lead Borrower (and shall thereafter be deemed to be the Lead Borrower for purposes of this Agreement) and (y) contributed more than 10% be organized and exist under the law of Consolidated Operating Profits during Ireland, the 4 Fiscal Quarters immediately preceding Grand Duchy of Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to the Grand Duchy of Luxembourg, the Netherlands or any such Fiscal Quarterother jurisdiction, or (3i) the liquidation 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 change in the jurisdiction of organization) from the Lead Borrower of the proposed merger, amalgamation, consolidation or dissolution transfer and the resulting change in the jurisdiction of organization of the Lead Borrower to such other jurisdiction, (ii) neither the Administrative Agent nor the Lead Borrower 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 (iii) without limiting the applicability of Article VIII, the Lead 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 (A) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (B) the reduction, as deemed material by such Bank, of any inactive Subsidiarysum 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 increased costs or (4) reductions in amounts receivable required by applicable law or regulation in existence at the time the Lead Borrower’s jurisdiction of organization changes which are notified to the Lead 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 action in connection with Bank to the Restructuring ProgramLead Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. The Borrower Neither Concord nor any Ten Percent Subsidiary will not, nor will it permit any Subsidiary to, (i) consolidate or merge with or into, into any other Person or (ii) sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part of the assets of Concord or such Ten Percent Subsidiary, as the case may be, and its assets toSubsidiaries, taken as a whole, to any other Person, nor will Concord or discontinue any Ten Percent Subsidiary permit any of its Subsidiaries to do any of the foregoing if the effect thereof is to reduce the total assets or eliminate any business line net income of Concord or segmentsuch Ten Percent Subsidiary (in each case, on a consolidated basis for Concord or such Ten Percent Subsidiary, as the case may be, and its Subsidiaries) by more than 25% of such assets existing on, or liquidate net income generated during the four consecutive fiscal quarters ending immediately prior to, the date of such consolidation, merger, sale, lease or dissolve, other transfer; provided that (a) Concord or such Ten Percent Subsidiary, as the Borrower case may be, may merge with another Person if (ix) Concord or such Person was organized under Ten Percent Subsidiary, as the laws of the United States of America or one of its statescase may be, (ii) the Borrower is the corporation surviving such merger and (iiiy) immediately after giving effect to such merger, no Default shall have occurred and be continuing; provided, (b) Subsidiaries of the Borrower further that any Ten Percent Subsidiary may merge with one anotherany other Subsidiary or with Concord, and as long as a Ten Percent Subsidiary or Concord is the entity surviving such merger. Concord will not transfer ownership, or permit the transfer of ownership, of the equity interests in CCS or Star if the effect thereof is that CCS or Star, as the case may be, becomes a Subsidiary of any national bank or federal savings bank that is a Subsidiary of Concord; in addition, Concord will not transfer ownership, or permit the transfer of ownership, of the equity interests of any other Significant Subsidiary (c) the foregoing limitation other than CCS or Star), whether such Significant Subsidiary exists on the saledate hereof or hereafter arises, lease to a national bank or other federal savings bank that is a Subsidiary of Concord, if the intent of such transfer of assets, on is to circumvent the discontinuation or elimination of a representations and covenants applicable to Significant Subsidiaries in the Operative Documents (as opposed to an independent business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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 transactionspurpose), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will notIn the ------------------------------------------- event the Company consolidates with, nor will it permit any Subsidiary to, consolidate or merge merges with or into, or sell, lease or otherwise transfer sells all or any substantial part substantially all of its property and assets to, any other to another Person, or discontinue or eliminate any business line or segmentand in connection therewith, or liquidate or dissolve, provided that consideration to the holders of shares of Common Stock in exchange for their shares is (a) not payable solely in cash, each Warrant thereafter shall entitle the Borrower holder thereof to receive upon exercise thereof the number of shares of capital stock or other securities or property which the holder of any shares of Common Stock is entitled to receive upon completion of such consolidation, merger or sale of assets ("Merger Consideration") or (b) payable solely in cash ("Cash Payment"), or in the event of the dissolution, liquidation or winding-up of the Company, then the holders of the Warrants will receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the warrants, as if the Warrants had been exercised immediately prior to such event, less the Exercise Price; provided, however, that in the event of that such consolidation, merger -------- ------- or sale of assets constitutes a "Qualified Sale of the Company" (as defined in each of the Indentures), only the holders of Warrants issued and outstanding on the date of such consolidation, merger or sale shall be entitled to the Merger Consideration or Cash Payment, as the case may merge with another Person be; provided, further that if -------- such consolidation, merger or sale does not constitute a Qualified Sale of the Company, the holders of Senior Notes and Convertible Notes who are entitled, under certain circumstances, to receive Senior Note Contingent Warrants or Convertible Note Contingent Warrants, respectively, shall not receive the Merger Consideration or Cash Payment, as the case may be, on the date other Initial Warrant holders are entitled to receive the Merger Consideration or Cash Payment, as the case may be, until (i) March 30, 1998 with respect to the Senior Note Contingent Warrants, but only if the holders of Senior Notes would have been entitled to receive the Senior Note Contingent Warrants on such Person was organized under the laws of the United States of America date or one of its states, (ii) September 30, 1999 with respect to the Borrower Convertible Note Contingent Warrants, but only if the holders of Convertible Notes would have been entitled to receive the Convertible Note Contingent Warrants on such date. Upon receipt of such Cash Payment, if any, the Warrants will expire and the rights of the holders thereof will cease. In the event the Company is required pursuant to the corporation surviving such merger and (iii) immediately after giving effect provisions of this Section 14 to make a Cash Payment as a result of any such merger, no Default shall have occurred and be continuing, (b) Subsidiaries of the Borrower may merge with one another, and (c) the foregoing limitation on the sale, lease consolidation or other transfer sale of assets, on the discontinuation surviving or elimination of a business line or segmentacquiring Person, and on liquidation and in the event of any dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part liquidation or winding-up of the European Reorganization or (3) during any Fiscal QuarterCompany, a transfer the Company, shall deposit promptly with the Warrant Agent the funds, if any, necessary to pay the holders of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during Warrants. After such Fiscal Quarter funds and the immediately preceding 3 Fiscal Quarterssurrendered Warrant Certificate are received, either (x) constituted more than 10% of Consolidated Total Assets at the end of Warrant Agent shall make payment by delivering a check in such amount as is appropriate to such Person or Persons as it may be directed in writing by the most recent Fiscal Year immediately preceding holders surrendering such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring ProgramWarrants.

Consolidations, Mergers and Sales of Assets. The Borrower Other than the Mergers, neither TU nor TUC will not(a) consolidate or merge with or into any person unless (i) the surviving corporation is incorporated under the laws of a State of the United States of America and assumes or is responsible by operation of law for all the obligations of TU or TUC, as applicable, hereunder and (ii) no Default or Event of Default shall have occurred or be continuing at the time of or after giving effect to such consolidation or merger or (b) sell, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. Neither TU nor TUC will it permit any Significant Subsidiary to, to consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial Substantial part of its assets to, any person other Personthan TU, TUC or discontinue a Wholly Owned Subsidiary (or eliminate any business line or segment, or liquidate or dissolvea person which as a result of such transaction becomes a Wholly Owned Subsidiary), provided that (a) in the Borrower may merge with another Person if (i) case of any merger or consolidation involving TU Electric or, on and after the Merger Date, TU or Enserch, such Person was organized under person must assume or be responsible by operation of law for all the laws obligations of the United States of America TU Electric, TU or one of its statesEnserch, (ii) the Borrower is the corporation surviving as applicable, hereunder, and neither TU nor TUC will in any event permit any such merger and (iii) immediately after giving effect to such consolidation, merger, no sale, lease or transfer if any Default or Event of Default shall have occurred and be continuingcontinuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (a) none of TU, TUC and their respective Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the case of Enserch, by Enserch, and other businesses reasonably related thereto and (b) Subsidiaries of the Borrower may merge with one another, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, nothing in this Section shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers any sales of assets permitted by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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 transactionsSection 5.10(d), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, (i) consolidate or merge with or intointo any other Person or enter into a partnership or joint venture with another Person, provided that the Borrower or any of its Subsidiaries may acquire interests in other partnerships or joint ventures to the extent permitted by Section 8.9, or (ii) sell, lease lease, assign or otherwise transfer all or any substantial part of its assets to, except (a) sales of inventory in the ordinary course of business and customer receivable sales pursuant to the GE Credit Program Documents or any similar program entered into in accordance with Section 8.18; (b) sales or transfers (not permitted by any other provision of this Section) of any assets of the Borrower to any Person, or discontinue or eliminate any business line or segment, or liquidate or dissolve, provided that (a1) if the sale price thereof is equal to or greater than $5,000,000 then such sale price shall not be less than the fair market value of each such asset at the time of sale thereof as determined in good faith by the Board of Directors of the Borrower, (2) prior to or concurrently with each such sale which requires that the sale price therefor be not less than the fair market value of such asset, the Borrower shall deliver evidence to the Administrative Agent satisfactory to it of the fair market value at the time of sale of the asset being sold as determined by the Board of Directors of the Borrower, (3) not less than 50% of the sale price for each such asset shall be payable in cash on the date of such sale, (4) the Borrower may merge with another Person if (i) such Person was organized under the laws non-cash portion of the United States of America sale price therefor, if any, shall be evidenced by one or one of its statesmore promissory notes which shall be pledged to the Collateral Agent as provided in Section 8.9(iii), (ii5) no such sale shall be permitted unless (x) the Borrower is asset so sold shall be listed on Schedule 8.11 or shall be sold pursuant to a Permitted Pad Sale or (y) the corporation surviving such merger and sale price of the asset so sold, together with the sale price of all assets (iiiexcluding assets described in subclause (x) immediately after giving effect to such merger, no Default shall have occurred and be continuing, above or subclause (z) immediately below) previously sold under this clause (b) in the same fiscal year of the Borrower in which such asset is being sold, shall not exceed $5,000,000 or (z) such sale is the sale of the Borrower's ownership interest in Somerville (or, the sale by Somerville or the Borrower of all or any part of the assets used in the business conducted by Somerville) and (6) if such sale is to an Affiliate it is made in compliance with Section 8.15; (c) the replacement in the ordinary course of business of rolling stock and equipment of the Borrower and its Subsidiaries; (d) the sale or other disposition, subject to the Lien of the Collateral Agent, by the Borrower to any of its Subsidiaries which has executed a guaranty substantially in the form of the Subsidiary Guarantee in the ordinary course of business of machinery and equipment of the Borrower no longer necessary for the proper conduct of the Borrower's business having a value together with the value of all other property of the Borrower so sold or disposed of in the same fiscal year of the Borrower of not greater than $5,000,000 and the sale or other disposition, subject to the Lien of the Collateral Agent, by the Subsidiaries of the Borrower may merge to the Borrower in the ordinary course of business of machinery and equipment of such Subsidiaries no longer necessary for the proper conduct of such Subsidiaries' respective businesses having a value together with the value of all other property of such Subsidiaries so sold or disposed of in the same fiscal year of the Borrower of not greater than $5,000,000; (e) the lease by the Borrower, as lessor, of those stores and real estate described in Schedule 8.11 hereto and other real property of the Borrower not necessary for the operations of the Borrower or any of its Subsidiaries, in each instance under this clause (e) having a fair market value of not greater than $5,000,000 individually, or $40,000,000 in the aggregate at any one anothertime for all real property leased under this clause (e), provided that such leases shall be entered into with a Person who is not an Affiliate of the Borrower on an arms-length basis for fair consideration and such leases shall not be capital leases; (f) sales of assets pursuant to sale/lease-back transactions permitted under Section 8.21; and (cg) the foregoing limitation on the sale, lease or other transfer merger of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part any wholly owned Subsidiary of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets Borrower into the Borrower or the discontinuance or elimination consolidation of a business line or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or wholly owned Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection Borrower with the Restructuring Program.Borrower in which the Borrower shall be the surviving

Consolidations, Mergers and Sales of Assets. The Borrower ------------------------------------------- Company will not, nor will it permit any Subsidiary to, not 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, provided that: (i) Subsidiaries of the Company may merge or discontinue consolidate with the -------- Company and with other Subsidiaries of the Company; (ii) a Subsidiary may sell, transfer or eliminate dispose of its assets to the Company or another Subsidiary of the Company; (iii) the Company and its Subsidiaries may sell inventory in the ordinary course of business; (iv) the Company may sell its accounts receivable on a non-recourse basis in an aggregate amount not to exceed $100,000,000 at any business line time; (v) the Company and its Subsidiaries may, during any Fiscal Year, sell, transfer or segment, otherwise dispose of assets (excluding the capital stock of any Subsidiary) having an aggregate book value in an amount not to exceed 10% of the total book value of the assets of the Company and its Subsidiaries taken as a whole; (vi) the Company or liquidate any Subsidiary may merge or dissolveconsolidate with any other corporation, provided that (aA) the Borrower Company or such Subsidiary shall be the continuing or surviving corporation or the surviving corporation becomes thereby a wholly-owned Subsidiary and (B) if instead of the Company or such Subsidiary merging or consolidating with such corporation, the Company were to acquire all of the issued and outstanding capital stock of such corporation, such acquisition would be permitted under Section 8.25; (vii) the Company and its Subsidiaries may, during any Fiscal Year, enter into sale and leaseback transactions covering fixed or capital property which collectively cover property having an aggregate fair market value, as determined for each item of property at the time such property became the subject of such a transaction, not in excess of 10% of the total book value of the assets of the Company and its Subsidiaries taken as a whole; (viii) the Company may re-incorporate as a Delaware corporation so long as the re-incorporation does not result in or effect any change in the ownership of the Company; and (ix) so long as all Merger Conditions are satisfied, the Company may merge with another Person if or consolidate into any Non-Hostile Successor, with such Non-Hostile Successor being the surviving corporation; and in each case identified in the immediately preceding clauses (i) such Person was organized under the laws of the United States of America or one of its statesthrough and including (ix), (ii) the Borrower is the corporation surviving immediately prior to such merger or consolidation and (iii) immediately after such merger or consolidation and after giving effect to such mergerthereto, no Default shall have occurred and or Event of Default is or would be continuing, (b) Subsidiaries of the Borrower may merge with one another, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programexistence.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolvePROVIDED, provided that HOWEVER, that, (ai) subject at all times to Section 5.20, the Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (iA) such Person was organized under the laws of the United States of America or one of its states, (iiB) the Borrower or such Subsidiary (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, (bii) any Subsidiaries of the Borrower may (A) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (B) sell assets to each other or to the Borrower and (iii) in connection with acquisitions permitted pursuant to clause (xii) of Section 5.20, the Borrower may cause one anotheror more Subsidiaries formed for such purpose to merge into acquisition targets in order to consummate such acquisitions; and, PROVIDED, FURTHER, that the Borrower may consummate Asset Sales so long as, unless otherwise approved in writing by the Required Banks, each of the following conditions is met: (i) the Asset Sales are to Persons other than Affiliates, (ii) the Asset Sales are made for cash, (iii) the Net Cash Proceeds from all such Asset Sales (other than any in respect of Non-Core Assets) in any one Fiscal Year do not exceed Ten Million Dollars ($10,000,000), (iv) the proceeds of all such Asset Sales (other than any in respect of Non-Core Assets) are applied in the manner provided in Section 2.9.2, to the extent required thereby, and to the extent not so required, to make optional prepayments of the Revolving Loans pursuant to Section 2.8 hereof and for working capital in Borrower's business, but for no other purpose, and (cv) the foregoing limitation on the sale, lease no Default has occurred which is then continuing or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the otherwise would result from such sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programoccurring.

Consolidations, Mergers and Sales of Assets. The Borrower Neither Concord nor any Ten Percent Subsidiary will not, nor will it permit any Subsidiary to, (i) consolidate or merge with or into, into any other Person or (ii) sell, lease or otherwise transfer transfer, directly or indirectly, all or any substantial part of the assets of Concord or such Ten Percent Subsidiary, as the case may be, and its assets toSubsidiaries, taken as a whole, to any other Person, nor will Concord or discontinue any Ten Percent Subsidiary permit any of its Subsidiaries to do any of the foregoing if the effect thereof is to reduce the total assets or eliminate any business line net income of Concord or segmentsuch Ten Percent Subsidiary (in each case, on a consolidated basis for Concord or such Ten Percent Subsidiary, as the case may be, and its Subsidiaries) by more than 25% of such assets existing on, or liquidate net income generated during the four consecutive fiscal quarters ending immediately prior to, the date of such consolidation, merger, sale, lease or dissolve, other transfer; provided that (a) Concord or such Ten Percent Subsidiary, as the Borrower case may be, may merge with another Person if (ix) Concord or such Person was organized under Ten Percent Subsidiary, as the laws of the United States of America or one of its statescase may be, (ii) the Borrower is the corporation surviving such merger and (iiiy) immediately after giving effect to such merger, no Default shall have occurred and be continuing; provided, (b) Subsidiaries of the Borrower further that any Ten Percent Subsidiary may merge with one anotherany other Subsidiary or with Concord, and as long as a Ten Percent Subsidiary or Concord is the entity surviving such merger. Concord will not transfer ownership, or permit the transfer of ownership, of the equity interests in EPS or Star if the effect thereof is that EPS or Star, as the case may be, becomes a Subsidiary of any national bank or federal savings bank that is a Subsidiary of Concord; in addition, Concord will not transfer ownership, or permit the transfer of ownership, of the equity interests of any other Significant Subsidiary (c) the foregoing limitation other than EPS or Star), whether such Significant Subsidiary exists on the saledate hereof or hereafter arises, lease to a national bank or other federal savings bank that is a Subsidiary of Concord, if the intent of such transfer of assets, on is to circumvent the discontinuation or elimination of a representations and covenants applicable to Significant Subsidiaries in the Operative Documents (as opposed to an independent business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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 transactionspurpose), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. (a) The Borrower will not, nor will it permit any Subsidiary of its Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Operating Subsidiary or business line or segment, or liquidate or dissolve, provided that (aA) 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 Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (bB) Subsidiaries may merge with, and sell assets to, one another and the Borrower, except that no Subsidiary of the Borrower, other than a member of the GPS Group, shall merge with or sell assets to a member of the GPS Group, (C) the Borrower and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if (i) such action has been approved by the Board of Directors of the Borrower, and (ii) such elimination or discontinuance will not jeopardize the Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan Documents, (D) so long as no Default or Event of Default shall be in existence either immediately prior to or following any asset disposition, the Borrower and its respective Subsidiaries may effect any Asset Sale so long as the value of the assets sold (measured at the higher of book value or the total sale price for such assets) pursuant to all such Asset Sales (i) during the Fiscal Year ending May 31, 2001, does not exceed $40,000,000, and (ii) during any subsequent Fiscal Year does not exceed ten percent (10%) of the book value of the consolidated total assets of the Borrower may merge with one another, and (c) the foregoing limitation on the sale, lease or other transfer as of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 QuarterYear, (E) Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiaries, or (y2) contributed more than 10% acquiring the assets or stock (or in the case of Consolidated Operating Profits during a limited liability company, the 4 Fiscal Quarters immediately preceding members' equivalent equity interests) of Persons and thereafter becoming Subsidiaries, may merge with such Fiscal Quarter, Persons or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection consolidate those Persons' assets with the Restructuring Programassets of those Subsidiaries and (F) GPS may effect an LLC Conversion as set forth in Section 6.9(b).

Consolidations, Mergers and Sales of Assets. The Borrower Borrowers will not, nor will it they permit any Subsidiary to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part substantially all of its their assets to, any other Person, or discontinue or eliminate any business line or segment, or liquidate or dissolve, provided that that: (a) the any 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 such 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 any Borrower may merge with such Borrower or may merge with one anotheranother if, in the event such merger is between a Significant Subsidiary and another Subsidiary, such Significant Subsidiary is the corporation surviving such merger, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1i) any sale and leaseback of any Property owned by any Borrower or any of its Subsidiaries, provided that the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers aggregate amount of assets by Russxxx Xxxporation sold and by European Subsidiaries which existed on leased back under this clause (c)(i) in the Closing Date to new European Subsidiaries as part of the European Reorganization or most recent twelve (312) 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either (x) constituted month period do not constitute more than 10% five percent (5%) of Consolidated Total Assets at determined as of the end of the most recent Fiscal Year immediately preceding recently ended fiscal year, (ii) any sale, lease or other transfer of assets made by such Fiscal QuarterBorrower or any Subsidiary in the ordinary course of its business, (iii) any sale, lease or other transfer of assets by a Subsidiary (other than a Significant Subsidiary) to such Borrower or to a Wholly Owned Subsidiary, (iv) any sale, lease or other transfer of assets by any Borrower to a Wholly Owned Subsidiary, (v) any sale, lease or other transfer of assets by a Significant Subsidiary to the US Borrower or to any other Significant Subsidiary, (vi) any transfer of assets consisting solely of cash as consideration for any Investment permitted under Section 6.02, (vii) any sale of receivables permitted under Section 6.08 or (yviii) any sale, lease or other transfer of assets outside of the ordinary course of business so long as the aggregate amount of assets sold, leased or otherwise transferred outside of the ordinary course of business in the then most recent twelve (12) month period which were not otherwise permitted by this Section 6.04 to be sold, leased or otherwise transferred together with the amount of any assets then proposed to be sold, leased or otherwise transferred outside of the ordinary course of business which are not otherwise permitted by this Section 6.04 to be sold, leased or otherwise transferred (A) does not constitute more than fifteen percent (15%) of Consolidated Total Assets determined as of the end of the most recently ended fiscal year and (B) has not contributed more than 10% fifteen percent (15%) of Consolidated Operating Profits during Net Earnings for the 4 Fiscal Quarters immediately preceding most recently ended fiscal year; provided that, in the case of any event described in the foregoing clause (viii) of this Section 6.04, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company or its relevant Subsidiaries intend to apply the proceeds from such Fiscal Quarterevent (or a portion thereof specified in such certificate), within 180 days after receipt of such proceeds, to acquire (or replace or rebuild) real property, equipment or other assets to be used in the business of the Company and/or its Subsidiaries (including one or more Permitted Acquisitions), and certifying that no Default or Event of Default has occurred and is continuing, then the assets sold, leased or otherwise transferred pursuant to such event shall not be included in any determination made pursuant to the foregoing clauses (viii)(A) or (3viii)(B) of this Section 6.04 to the liquidation extent such proceeds specified in such certificate are so reinvested during such 180-day period (or dissolution such extended period as agreed by the Administrative Agent in its sole discretion); provided further that, if such proceeds therefrom have not been so applied by the end of any inactive Subsidiarysuch 180-day period (or such extended period as agreed by the Administrative Agent in its sole discretion), such assets sold, leased or otherwise transferred pursuant to such event shall be included in each determination made pursuant to the foregoing clauses (4viii)(A) any and (viii)(B) of this Section 6.04 to the extent of such action in connection with the Restructuring Programproceeds that have not been so applied.

Consolidations, Mergers and Sales of Assets. The Borrower ------------------------------------------- will not, nor will it permit any Subsidiary of its Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or effect any substantial part of its assets Asset Sale to, any other Person, or discontinue or eliminate any Operating Subsidiary or business line or segment, or liquidate or dissolve, provided that (aA) 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 Borrower is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (bB) Subsidiaries may merge with, and sell assets to, one another and the Borrower, (C) the Borrower and its Subsidiaries may eliminate or discontinue business lines and segments from time to time if (i) such action has been approved by the Board of Directors of the Borrower, and (ii) such elimination or discontinuance will not jeopardize the Borrower's or any Subsidiary Guarantor's ability to perform under any of the Loan Documents, (D) so long as no Default or Event of Default shall be in existence either immediately prior to or following any asset disposition, the Borrower and its respective Subsidiaries may effect any Asset Sale so long as the value of the assets sold (measured at the higher of book value or the total sale price for such assets) pursuant to all such Asset Sales during any period of four consecutive Fiscal Quarters (excluding Fiscal Quarters ending on or before November 30, 2000) does not exceed $25,000,000, and (E) Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiaries, or (2) acquiring the assets or stock (or in the case of a limited liability company, the members' equivalent equity interests) of Persons and thereafter becoming Subsidiaries, may merge with one another, and (c) the foregoing limitation on the sale, lease such Persons or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Program, (2) transfers of consolidate those Persons' assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization 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), or any liquidation or dissolution of a Subsidiary, unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 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 immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Programassets of those Subsidiaries.

Consolidations, Mergers and Sales of Assets. The ------------------------------------------- Borrower will not, nor will it the Borrower permit any Subsidiary 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, or liquidate or dissolve, provided that (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 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 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 Subsidiary to the Borrower or another Subsidiary, (d) any Wholly-Owned Subsidiary may dissolve or liquidate so long as the assets of such Subsidiary at the time of such dissolution or liquidation are transferred to such Subsidiary's shareholder and such 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, and (cf) the Borrower and its Subsidiaries may effect Asset Securitizations; (g) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Programprohibit, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) 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 any liquidation such Subsidiary or dissolution of a Subsidiary, unless (y) the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolveddiscontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolveddiscontinued, during such Fiscal Quarter and the immediately preceding 3 three Fiscal Quarters, either (x) constituted more than 1020% of Consolidated Total Assets at the end of the most recent fourth Fiscal Year Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 Fiscal Quarters immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The No Borrower will not------------------------------------------- will, nor will it the Parent permit any Consolidated Subsidiary 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 segment, or liquidate or dissolvedivision, provided that (a) the any Borrower may merge with another -------- Person (provided that in the event of such merger involving the Parent, the Parent 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 a 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 anotheranother or with the Parent or with any other Person which will become a Subsidiary as a result of such merger, and (c) the foregoing limitation on the sale, lease or other transfer of assets, assets and on the discontinuation or elimination of a business line Subsidiary or segment, and on liquidation and dissolution, division shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Programprohibit, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3i) 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), or any liquidation or dissolution of a Subsidiary, ) unless the aggregate assets to be so transferred or utilized in a business line Subsidiary or segment division to be so discontinued or Subsidiary to be liquidated or dissolveddiscontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines Subsidiaries or segments discontinued or Subsidiaries to be liquidated or dissolveddivisions discontinued, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either (x) constituted more than 10% of Consolidated Total Assets at the end of the most recent in any Fiscal Year immediately preceding such Fiscal Quarter, or (y) contributed more than 1017.5% of Consolidated Operating Profits during for the 4 Fiscal Quarters immediately preceding such Fiscal QuarterYear (which amount shall be exclusive of any Consolidated Operating Profits attributable to the operations of the Parent's Insurance Services Group prior to the Spin Off), or (3ii) the liquidation or dissolution sales of any inactive Subsidiary, or (4) any such action accounts receivable in connection with an accounts receivable securitization program in which the Restructuring Programaggregate principal amount invested by the purchaser of such receivables does not exceed $150,000,000 at any one time.

Consolidations, Mergers and Sales of Assets. The Neither ------------------------------------------- the Indirect Parent nor the Borrower will notwill, nor will it either of them permit any Subsidiary 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, or liquidate or dissolve, provided that (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 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) Wholly-Owned Subsidiaries of the Borrower may merge with one anotherand into the Borrower or any Guarantor, (c) assets may be transferred from a Subsidiary, the Indirect Parent or the Borrower (provided that any such transfer of the assets of the Borrower, whether by a single transaction or several transactions taken as a whole, must not consist of all or substantially all of the Borrower's assets) to the Borrower or a Guarantor, (d) any Wholly-Owned Subsidiary (other than the Borrower) may dissolve or liquidate so long as the assets of such Subsidiary at the time of such dissolution or liquidation are transferred to such Subsidiary's shareholder and such shareholder assumes all of the liabilities of such Subsidiary at the time of such dissolution or liquidation, (e) the Indirect Parent, the Borrower and their Subsidiaries may factor with recourse receivables provided that (x) not more than $25,000,000 in factored receivables with recourse may, in the aggregate, be outstanding at any given time, and (cy) there shall be no limitation on the factoring of receivables without recourse, and (f) the foregoing limitation on the sale, lease or other transfer of assets, assets and on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, segment shall not prohibit (1) the sale of Receivables pursuant to the Receivables Securitization Programprohibit, (2) transfers of assets by Russxxx Xxxporation and by European Subsidiaries which existed on the Closing Date to new European Subsidiaries as part of the European Reorganization or (3) during any Fiscal Quarter, a transfer of assets by the Borrower or any Subsidiary or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, ) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued or Subsidiary to be liquidated or dissolveddiscontinued, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolveddiscontinued, during such Fiscal Quarter and the immediately preceding 3 seven Fiscal Quarters, either (x) constituted more than 105% of Consolidated Total Assets at the end of the most recent eighth Fiscal Year Quarter immediately preceding such Fiscal Quarter, or (y) contributed more than 10% of Consolidated Operating Profits during the 4 eight Fiscal Quarters immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring Program.

Consolidations, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary 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, or liquidate or dissolve, provided that that: (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 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 anotheranother or with the Borrower, and (c) the foregoing limitation on the sale, lease or other transfer of assets, on the discontinuation or elimination of a business line or segment, and on liquidation and dissolution, assets shall not prohibit (1i) the sale any sale, contribution or other transfer of Receivables Securitization Assets pursuant to the Receivables Securitization ProgramDocuments under a Permitted Securitization by the Borrower or any Subsidiary, (2ii) transfers any sale and leaseback of any Property owned by the Borrower or any of its Subsidiaries, (iii) any sale, lease or other transfer of assets made by the Borrower or any 43 Subsidiary in the ordinary course of its business, (iv) any sale, lease or other transfer of assets by Russxxx Xxxporation and by European Subsidiaries which existed on a Subsidiary to the Closing Date Borrower or to new European Subsidiaries as part of the European Reorganization a Wholly Owned Subsidiary, or (3v) during any Fiscal Quartersale, a lease or other transfer of assets or outside of the discontinuance or elimination ordinary course of a business line or segment (in a single transaction or in a series of related transactions), or any liquidation or dissolution of a Subsidiary, unless so long as the aggregate amount of assets sold, leased or otherwise transferred outside of the ordinary course of business in the then most recent twelve (12) month period which were not otherwise permitted by this Section 5.10 to be so sold, leased or otherwise transferred or utilized in a business line or segment together with the amount of any assets then proposed to be so discontinued sold, leased or Subsidiary otherwise transferred outside of the ordinary course of business which are not otherwise permitted by this Section 5.10 to be liquidated sold, leased or dissolved, when combined with all other assets transferred, and all other assets utilized in all other business lines or segments discontinued or Subsidiaries to be liquidated or dissolved, during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, either otherwise transferred (xA) constituted does not constitute more than 10% fifteen percent (15%) of Consolidated Total Assets at determined as of the end of the most recent recently ended Fiscal Year immediately preceding such Fiscal Quarter, or and (yB) has not contributed more than 10% fifteen percent (15%) of Consolidated Operating Profits during for the 4 most recently ended Fiscal Quarters immediately preceding such Fiscal Quarter, or (3) the liquidation or dissolution of any inactive Subsidiary, or (4) any such action in connection with the Restructuring ProgramYear.