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

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor or the Company permit any other 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, provided that (a) the Guarantor, or the Company 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 Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the Company) may merge with one another or into the Company or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer of assets shall not prohibit sales of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal Year.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor and will the Guarantor or the Company not permit any other Subsidiary to, Borrower to consolidate or merge with or into, or sell, lease or otherwise transfer acquire substantially all or any substantial part of its the assets toof, any other Person, provided that Person unless (a) in the Guarantorcase of a merger or consolidation, or the Company (in any merger or consolidation to which it is a Subsidiary may merge with another party) or such other Borrower shall substantially contemporaneously be the ultimate surviving entity, and (b) the board of directors (or similar governing body) of such other Person if shall have approved such consolidation, merger or acquisition. Exclusive of (i) such Person was organized under sales, leases or transfers to the laws of the United States of America or one of Company and its statesSubsidiaries, (ii) sales, leases (or subleases), licenses (or sublicenses) or other transfers in the Companyordinary course of business and dispositions of used, the Guarantor worn-out, obsolete or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiarysurplus assets, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect sales and dispositions of assets and related rights pursuant to such merger, no Default shall have occurred and be continuinga Permitted Securitization, (biv) Subsidiaries the grant of any Lien permitted hereby to the extent it constitutes a transfer of property, (v) a transfer of assets as a result of any loss of or damage to or any condemnation or other than taking or involuntary transfer thereof, (vi) the Company) may merge sale, lease or transfer of non-core assets acquired in connection with one another or into any acquisition permitted hereby, the Company or the Guarantor, (c) the foregoing limitation on will not permit the sale, lease or other transfer to any other Person in any fiscal year of the Company of assets shall not prohibit sales of investment assets in the ordinary course of businessCompany or its Subsidiaries which, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined together with all other such assets sold, leased or otherwise transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quartersfiscal year (in each case, constituted more than valued at net book value) exceeds 15% of the consolidated assets of the Company and its Consolidated Total Assets at Subsidiaries as of the end of the most recent Fiscal Yearimmediately preceding fiscal year of the Company.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor or the Company permit any other Subsidiary to, not (a) consolidate or merge with or intointo any other Person, (b) liquidate or dissolve or (c) sell, lease or otherwise transfer all or any substantial part of the assets of the Company and its assets toConsolidated Subsidiaries, taken as a whole, to any other Person, ; provided that (a) the Guarantor, or the Company or a Subsidiary may merge with another Person if (i) such Person was the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to merge for the purpose of America or one becoming incorporated in such State (in which case such corporation shall assume all of its states, (ii) the Company’s obligations under this Agreement by an agreement satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company validity and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such mergerbinding effect thereof) and (iiiii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the Company) may merge with one another or into the Company or the Guarantor, (c) ; and provided further that the foregoing limitation on the shall not be construed to prohibit any Minority Interest Disposition or any other sale, lease or other transfer of assets shall (including by means of dividends, share repurchases or recapitalizations) that does not prohibit sales involve all or any substantial part of investment the assets in of the ordinary course of businessCompany and its Consolidated Subsidiaries taken as a whole. Notwithstanding the foregoing, and (d) the foregoing limitation on merger and consolidation and Company will not permit the sale, lease directly or other transfer indirectly, of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result Equity Interests of a merger Borrowing Subsidiary such that, after giving effect thereto, the Borrowing Subsidiary will cease to be, directly or consolidation) during such Fiscal Quarter and indirectly, wholly-owned by the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal YearCompany.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor or the Company permit any other Material Subsidiary to, merge or consolidate 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 (a) the Guarantor, or the Company or a Material 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 Company, the Guarantor or a Material Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Material Subsidiary, the Guarantor or Guarantor, the Company or a Material Subsidiary shall be the corporation surviving such merger) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the Company) may merge with one another or into the Company or the Guarantor, (c) the . The foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit sales of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or any transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 three (3) Fiscal Quarters, constituted more than fifteen percent (15% %) of Consolidated Total Assets at the end of the most recent Fiscal Year.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor and will the Guarantor or the Company not permit any other Subsidiary to, Borrower to consolidate or merge with or into, or sell, lease or otherwise transfer acquire substantially all or any substantial part of its the assets toof, any other Person, provided that Person unless (a) in the Guarantorcase of a merger or consolidation, or the Company 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 Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company other Borrower shall be the corporation surviving such merger) entity, and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries the board of directors (or similar governing body) of such other than the Company) may merge with one another Person shall have approved such consolidation, merger or into the acquisition. The Company or the Guarantor, (c) the foregoing limitation on will not permit the sale, lease or other transfer of assets shall not prohibit sales of investment assets to any other Person (other than (i) sales, leases or transfers to the Company and its Subsidiaries, (ii) sales, leases (or subleases), licenses (or sublicenses) or other transfers in the ordinary course of business, (iii) sales of accounts receivable and related rights or assets in connection with a Permitted Securitization, (div) the foregoing limitation on merger and consolidation grant of any Lien permitted hereby to the extent it constitutes a transfer of property, (v) a transfer of assets as a result of any loss of or damage to or any condemnation or other taking thereof, or (vi) asset divestitures associated with the Acquisition offered to comply with the competition/anti-trust laws of the United States or a foreign country and the sale, lease transfer or other transfer disposition of non-core assets acquired in connection with any acquisition permitted hereby) of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation of the Company or transfer of assets its Subsidiaries (in a single transaction or in a series of related transactionsvalued at net book value) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than exceeding 15% or more of the consolidated assets of the Company and its Consolidated Total Assets at Subsidiaries as of the end of the most recent Fiscal Yearimmediately preceding fiscal year of the Company.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor Borrower shall not merge or the Company permit any other Subsidiary to, consolidate or merge with or intowith, or sell, lease sell or otherwise transfer all or any substantial part substantially all of its property and assets to, any other Person, provided except that (a) nothing herein shall prevent any consolidation or merger of the Guarantor, Borrower with or the Company or a Subsidiary may merge with another Person if (i) such Person was into any other corporation organized under the laws of the United States of America or one of its statesany state thereof which is (w) Sears, (iix) the Companya Wholly-Owned Subsidiary of Sears, the Guarantor (y) a corporation of which Sears is a Wholly-Owned Subsidiary or (z) a Wholly-Owned Subsidiary is the of a corporation surviving such merger described in clause (provided that in y) above, or any consolidation or merger of any other such corporation with or into the Guarantor Borrower, or any sale or transfer of all or substantially all of the Company property and a Subsidiaryassets of the Borrower to any other such corporation lawfully entitled to acquire the same; provided, the Guarantor or the Company shall be the corporation surviving such merger) and that (iiii) immediately after giving effect to such consolidation, merger, sale or transfer, no Designated Default shall have occurred and be continuing; and (ii) the Borrower covenants that any such consolidation, (b) Subsidiaries merger, sale or transfer shall be upon the conditions that the due and punctual payment of the principal and accrued interest on the Notes, and the due and punctual performance and observance of all the terms, covenants and conditions of this Agreement to be kept or performed by the Borrower shall, by an agreement supplemental hereto, be assumed by the corporation (other than the CompanyBorrower) may merge with one another formed by or into resulting from any such consolidation or merger, or which shall have received the Company or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer of all or substantially all of the property and assets shall not prohibit sales of investment assets the Borrower, just as fully and effectually as if such successor had been the original Borrower; and in the ordinary course event of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation such sale or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to predecessor Borrower may be so transferreddissolved, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter wound up and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets liquidated at the end of the most recent Fiscal Yearany time thereafter.

Consolidations, Mergers and Sales of Assets. The Guarantor Borrower will not and the Company will not, nor will the Guarantor or the Company not permit any other Subsidiary toof its Subsidiaries to wind up, consolidate liquidate or merge with dissolve its affairs or intoenter into any transaction of merger or consolidation, or convey, sell, lease or otherwise transfer dispose of (or agree to do any of the foregoing at any future time), whether in one or a series of transactions, all or of any substantial part of its assets toassets; provided, however, that (a) any Subsidiary may merge or consolidate with any other PersonSubsidiary or the Borrower, (b) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or another Subsidiary, (c) the Borrower may merge with any other entity, provided that (ad) the GuarantorBorrower shall be the continuing or surviving corporation and (e) immediately after such merger, or the Company or Borrower shall not be in default under any material loan agreement to which it is a party, and (f) any Subsidiary may merge or consolidate with another Person if (i) such Person was organized under the laws of the United States of America or one of its statesany other corporation, (ii) the Companyprovided that, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such mergermerger or consolidation, the continuing or surviving corporation of such merger or consolidation shall be such Subsidiary and, provided further, that in each case, after giving effect thereto, no material adverse change in the business, financial position, results of operations or prospects of the Borrower and its Subsidiaries, considered as a whole and no Event of Default shall have occurred and be continuing, (b) Subsidiaries (other than the Company) may merge with one another or into the Company or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer of assets shall not prohibit sales of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal Year.

Consolidations, Mergers and Sales of Assets. The Guarantor and (i) Neither the Company Borrower nor any of its Subsidiaries will not, nor will the Guarantor or the Company permit any other Subsidiary to, (i) consolidate or merge with or intointo any other Person, unless the Borrower or, except in the case of a merger or consolidation to which the Borrower is a party, a Wholly-Owned Subsidiary of the Borrower is the surviving corporation, (ii) sell, lease or otherwise transfer all or any substantial part of the assets of the Borrower and its assets toSubsidiaries, taken as a whole, to any other PersonPerson or (iii) sell, lease, transfer or otherwise dispose of any Pledged Stock, provided that (aA) this Section shall not apply to mergers, dissolutions, reorganizations or liquidations of Subsidiaries of the Borrower that have disposed of all or substantially all of their assets and (B) the Guarantor, or the Company 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 Borrower and its states, (ii) the Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the CompanyPharmacy or any of its Subsidiaries) may merge with one another assign or into the Company or the Guarantorgrant security interests in their Medicare, (c) the foregoing limitation on the sale, lease Medicaid or other transfer patient accounts receivable to a Special Purpose Receivables Financing Subsidiary to secure Permitted Receivables Financing Securities (provided that the net amount at any time of assets all uncollected accounts receivable owing to the Borrower or any of its Subsidiaries that are so assigned or in which a security interest is so granted shall not prohibit sales exceed 200% of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject principal or redemption amount of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal YearPermitted Receivables Financing Securities then outstanding).

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor (a) Directly or the Company permit any other Subsidiary to, 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, provided that (a) the Guarantor, or the Company or a Subsidiary may merge with permit another Person if to merge into it, unless it is a Guarantor merging into the Borrower (with the Borrower being the surviving entity) or another 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) the Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that all Liens in any merger favor of the Guarantor or Administrative Agent granted by such entities continue to be valid, perfected and first priority (except for pre-existing Liens on the Company and a Subsidiaryassets of such other Person which are also Permitted Liens, the Guarantor or the Company shall be the corporation surviving such merger) 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 acquire all or substantially all the Equity Interests or other ownership interests in, any other Person (other than the Company) may merge except for Acceptable Acquisitions that also comply with one another or into the Company or the GuarantorSection 5.11), (c) sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or (d) otherwise sell any of its assets other than assets which are of nominal value or obsolete or are replaced by assets of equal suitability and value; provided, however, that (i) the foregoing limitation on Borrower and its Subsidiaries may sell only fixed assets (i.e., furniture, fixtures, and equipment), goodwill, and leasehold interests in connection with the sale, lease or other transfer disposition of assets shall not prohibit sales of investment assets stores in the ordinary course of businessbusiness (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 (dii) any Guarantor may sell or lease any of its assets to the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation Borrower or to be so transferred, when combined with another Guarantor if and only if all other Liens on any such assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end in favor of the most recent Fiscal YearAdministrative Agent continue to be valid, perfected and first priority subsequent to such sale or lease.

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company Borrower will not, nor and will the Guarantor or the Company not permit any other Subsidiary of its Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer dispose of all or any substantial part substantially all of its assets to, any other Person, provided except that (ai) the Guarantor, or the Company or a Subsidiary Borrower may merge with another any Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Company, the Guarantor or a Subsidiary Borrower is the surviving corporation surviving and if, immediately after such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such mergergiving effect thereto) and but subject to clause (iii) immediately after giving effect to such mergerbelow, no Default shall have occurred and be continuing, (bii) Subsidiaries (other than any Subsidiary of the Company) Borrower may merge or consolidate with one another or into the Company into, or the Guarantortransfer all or substantially all of its assets to, any Person if either (cA) the foregoing limitation on surviving corporation or transferee is the sale, lease Borrower or other transfer a Wholly-Owned Subsidiary of assets shall not prohibit sales of investment assets in the ordinary course of business, and Borrower or (dB) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a such merger, consolidation or transfer of all or substantially all assets is in conjunction with a disposition by the Borrower of its entire Investment in such Subsidiary otherwise permitted hereunder and, if, in either such case, immediately after such transaction (in a single transaction or in a series of related transactionsand giving effect thereto) unless the aggregate assets that are the subject of such merger or consolidation or to no Default shall have occurred and be so transferred, when combined with all other assets transferred continuing and (including as the result of a merger or consolidationiii) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end any Wholly-Owned Subsidiary of the most recent Fiscal YearBorrower may consolidate or merge with or into, or sell, lease or otherwise dispose of all or substantially all of its assets to (A) any other Wholly-Owned Subsidiary of the Borrower or (B) the Borrower.

Consolidations, Mergers and Sales of Assets. The Guarantor and (a) Neither the Company Borrower nor any of its Subsidiaries will not, nor will the Guarantor or the Company permit any other Subsidiary to, (i) consolidate or merge with or intointo any other Person, unless the Borrower or, except in the case of a merger or consolidation to which the Borrower is a party, a Wholly-Owned Subsidiary of the Borrower is the surviving corporation, (ii) sell, lease or otherwise transfer all or any substantial part of the assets of the Borrower and its assets toSubsidiaries, taken as a whole, to any other PersonPerson or (iii) sell, lease, transfer or otherwise dispose of any Pledged Stock, provided that (aA) this Section shall not apply to mergers, dissolutions, reorganizations or liquidations of Subsidiaries of the Borrower that have disposed of all or substantially all of their assets and (B) the Guarantor, or the Company 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 Borrower and its states, (ii) the Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, (b) Subsidiaries (other than the CompanyPharmacy or any of its Subsidiaries) may merge with one another assign or into the Company or the Guarantorgrant security interests in their Medicare, (c) the foregoing limitation on the sale, lease Medicaid or other transfer patient accounts receivable to a Special Purpose Receivables Financing Subsidiary to secure Permitted Receivables Financing Securities (provided that the net amount at any time of assets all uncollected accounts receivable owing to the Borrower or any of its Subsidiaries that are so assigned or in which a security interest is so granted shall not prohibit sales exceed 200% of investment assets in the ordinary course of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject principal or redemption amount of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal YearPermitted Receivables Financing Securities then outstanding).

Consolidations, Mergers and Sales of Assets. The Guarantor and the Company will not, nor will the Guarantor or the Company it permit any other Significant Subsidiary to, merge or consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, into any other Person, except (i) any Significant Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Significant Subsidiary may merge or consolidate with any other Subsidiary, provided that the Company's aggregate direct and indirect ownership interest in the survivor thereof shall not be less than the greater of the Company's direct and indirect ownership interest in such Subsidiaries prior to such merger, and (aiii) the Guarantor, or the Company or a any Significant Subsidiary may merge or consolidate with another any other Person if (ia) such Person was organized under the laws of the United States of America or one of its states, States and (iib) the Company, the Guarantor Company or a such Significant Subsidiary is the corporation surviving such merger (merger; provided that that, in any merger of the Guarantor or the Company and a Subsidiaryeach case, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such mergerthereto, no Default or Event of Default will be in existence. The Company will not sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Significant Subsidiaries to sell, lease, transfer, assign or otherwise dispose of all or substantially all of its assets, except for sales, leases, transfers, assignments, and other dispositions of all or substantially all of the Company's or any such Significant Subsidiary's assets to the Company or any other Subsidiary of the Company, provided in each case that no Default or Event of Default shall have occurred and be continuing, continuing after giving effect thereto and provided further that (bi) Subsidiaries (other than in no case will the Company) may merge with one another or merger of PWEC into the Company with the Company surviving be governed or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer of assets shall not prohibit sales of investment assets in the ordinary course of businessprohibited by this paragraph 6B, and (dii) this paragraph 6B will not govern or prohibit pledges or the foregoing limitation on merger and consolidation and the salegrant of security interests, lease mortgages or other transfer of assets shall not prohibit, during Liens on any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of Consolidated Total Assets at the end of the most recent Fiscal Yearassets.

Consolidations, Mergers and Sales of Assets. The Guarantor TU 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 Company obligations of TU 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. TU will not, nor will the Guarantor or the Company not permit 53 49 any other 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 Person, than TU or a Wholly-Owned Subsidiary (or a person which as a result of such transaction becomes a Wholly-Owned Subsidiary); provided that (a) the GuarantorBorrower will in no event permit any such consolidation, or the Company 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 Company, the Guarantor or a Subsidiary is the corporation surviving such merger (provided that in any merger of the Guarantor or the Company and a Subsidiary, the Guarantor or the Company shall be the corporation surviving such merger) and (iii) immediately after giving effect to such 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) TU and its Subsidiaries will not engage to a Substantial extent in businesses other than those currently conducted by them and other businesses reasonably related thereto and (b) Subsidiaries nothing in this Section shall prohibit (other than the Companyi) may merge with one another or into the Company or the Guarantor, (c) the foregoing limitation on the sale, lease or other transfer any sales of assets shall not prohibit permitted by Section 5.10(d) or (ii) any sales of investment assets referred to in clause (ii) of the proviso in the ordinary course definition of business, and (d) the foregoing limitation on merger and consolidation and the sale, lease or other transfer of assets shall not prohibit, during any Fiscal Quarter, a merger, consolidation or transfer of assets (in a single transaction or in a series of related transactions) unless the aggregate assets that are the subject of such merger or consolidation or to be so transferred, when combined with all other assets transferred (including as the result of a merger or consolidation) during such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters, constituted more than 15% of "Consolidated Total Assets at the end of the most recent Fiscal YearEarnings Available for Fixed Charges".