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

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.

Mergers, Consolidations and Sales of Assets. Merge into The Borrower will not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or consolidate be a party to merger with any other Person, Person or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all “substantial part” of the assets of the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to be unreasonably withheld if (A) such transaction does not result in a downgrade of the Borrower’s S&P Rating or Xxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower or any Subsidiary of which the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, and (y) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a “substantial part” of the consolidated assets of the Borrower and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Administrative Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolveany Restricted Subsidiary, except that, that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (ai) any Person Wholly Owned Restricted Subsidiary may merge into or consolidate with the Administrative Borrower or any other Loan Party in a transaction in which the Administrative Borrower or such other Loan Party is the surviving corporationPerson; provided that such merger or consolidation does not result in the Administrative Borrower or such other Loan Party ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (bii) any Person (other than the Borrower) Wholly Owned Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary, (ciii) any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary may liquidate merge into or dissolve consolidate with any other Restricted Subsidiary so long as, if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation, (iv) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Administrative Borrower and is not materially disadvantageous to the Lenders and any Restricted Subsidiary may make Investments permitted by Section 6.04, (dv) any Restricted Subsidiary may sell, transferlease, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease transfer or otherwise dispose of any Subsidiaryor all of its assets (upon voluntary liquidation or otherwise) to any Loan Party and any Loan Party may sell or otherwise dispose of, in each case pursuant to one or more mergers part with control of any or consolidations all of, the Equity Interests of any Subsidiary with other Persons to a Loan Party, (other than vi) to the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may beextent otherwise permitted by this Agreement (including Section 6.05(b)), the Administrative Borrower and or any of its Subsidiaries have not sold, transferred, leased or otherwise disposed of may sell all or substantially all of the assets of any of their Subsidiaries and (vii) the Borrower and its Subsidiaries, taken as a wholeTransactions may be consummated.

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.. 7.04

Mergers, Consolidations and Sales of Assets. Merge into Be a party to any merger, consolidation or consolidate with any other Person, or permit any other Person to merge into or consolidate with itshare exchange, or sell, transfer, lease or otherwise dispose of (in one transaction all or any substantial part of its assets or Property, including any disposition of assets or Property as part of a sale and leaseback transaction, or in a series any event sell or discount (with or without recourse) any of transactions its notes or accounts receivable, or permit any Subsidiary so to do; provided, however, that, subject to compliance with the other negative covenants in this Article VIII, this Section 8.1 shall not apply to, nor operate to prevent, (whether pursuant to a merger, consolidation or otherwise)i) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as being a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) party to any Person may merge into the Borrower in a transaction in which merger where the Borrower is the surviving corporationPerson if, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Subsidiary (A) merging into the Borrower, (B) being a party to any merger or consolidation or series of mergers and consolidations, as the case may be, which does not involve the Borrower where such Subsidiary is the surviving Person or (C) being party to any merger in connection with any disposition otherwise permitted pursuant to this Section 8.1, if, after giving effect to such merger, no Default or Event of Default would then exist, (iii) the Borrower or any Subsidiary from selling its inventory in the ordinary course of its business, (iv) any dissolution of an inactive Subsidiary that would not have a Material Adverse Effect, if, after giving effect to such dissolution, no Default or Event of Default would then exist, and its Subsidiaries have not sold(v) any Like-Kind Exchange. For the purpose of this Section 8.1, transferred, leased a “substantial” amount or otherwise disposed of all or substantially all part of the assets of the Borrower shall mean a limitation of not greater than 10% (excluding Like-Kind Exchanges) of the total Consolidated assets of the Borrower per Fiscal Year over all transactions during that year (computed based upon the total Consolidated assets of the Borrower set forth on the Consolidated balance sheet of Borrower prepared as of the last day of the previous Fiscal Year). The consideration paid for any assets or Property in any sale, transfer, lease or other disposition of assets or Property permitted by this Section 8.1: (y) must be equal to the Fair Market Value for such assets or Property and its Subsidiaries, taken as a whole(z) must be at least 75% in the form of cash or Cash Equivalents and Short Term Investments.

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Company and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person (may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) subject to Section 6.09, any Person (other than the BorrowerBorrower or the Parent) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary (other than, if the Holdco Reorganization Effective Date has occurred, the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, (d) if the Holdco Reorganization Effective Date has occurred, any Person (other than the Borrower) may merge into the Parent or any Intermediate Holding Company in a transaction in which the Parent or the Intermediate Holding Company, as applicable, is the surviving corporation and (de) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower Company may sell, transfer, lease or otherwise dispose of any Subsidiaryof its Subsidiaries (other than, if the Holdco Reorganization Effective Date has occurred, the Borrower), in each case pursuant to one or more mergers or consolidations of any such Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower Company and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower Company and its Subsidiaries, taken as a whole.

Mergers, Consolidations and Sales of Assets. (a) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Borrowers, except that (i) for the avoidance of doubt, the Borrowers and its Subsidiariesany Restricted Subsidiary may purchase inventory, taken as a wholeequipment and other assets in the ordinary course of business, or (ii) (w) any Restricted Subsidiary may liquidate or dissolve, except that, if at dissolve or merge or consolidate into either of the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower Borrowers in a transaction in which either of the Borrower Borrowers is the surviving corporation, (bx) any Person (other than the Borrower) Restricted Subsidiary may merge merge, liquidate, dissolve into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a SubsidiaryRestricted Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (cy) any Restricted Subsidiary may liquidate or dissolve if the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and (dz) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of its assets to a Borrower or any other Restricted Subsidiary (provided that if such transferor Restricted Subsidiary is a Subsidiary Guarantor, the transferee in such transaction shall be a Borrower or a Subsidiary Guarantor), (iii) the Borrowers and the Restricted Subsidiaries may make any Investment permitted by Section 6.04 by way of merger, consolidation or amalgamation, (iv) for the avoidance of doubt, the Borrowers and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute an Asset Sale or are permitted pursuant to clause (b) below, (v) [reserved]; (vi) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another person in order to effect an Asset Sale permitted pursuant to clause (b) below or a sale, transfer or other disposition of assets that does not constitute an Asset Sale; and (vii) the Borrower Borrowers and its Subsidiariesany Restricted Subsidiary may make dispositions permitted by Section 6.04, taken as a wholethis Section 6.05(a) and Section 6.06 and incur Liens permitted by Section 6.02.

Mergers, Consolidations and Sales of Assets. Merge into The Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) consolidate with or consolidate be a party to a merger with any other Person, Person or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all of the consolidated assets of the Parent and its Restricted Subsidiaries; provided, however, that: (1) any Restricted Subsidiary of the Parent may merge or consolidate with or into or sell, lease or otherwise convey its assets to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that in any such merger or consolidation involving the Borrower, the Borrower or the Parent shall be the surviving or continuing corporation; (2) The Parent and its Subsidiaries may dissolve or liquidate any Restricted Subsidiary of the Parent (other than the Borrower) or of such Subsidiary so long as all the assets of such dissolved or liquidated Restricted Subsidiary (whether now owned i) were direct or hereafter acquiredindirect co-investments in real estate or real estate related assets, all of which have been sold or (ii) are concurrently transferred to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that if any Guarantor (other than the Parent) is dissolved or liquidated all of such Guarantor’s assets shall be concurrently transferred to the Borrower or another Guarantor; and (3) The Parent or any Restricted Subsidiary of the Borrower Parent may consolidate or merge with any other Person if the Parent or such Restricted Subsidiary or, in the case of such a transaction involving the Borrower, the Parent or the Borrower, is the surviving or continuing corporation or, in the case of a Restricted Subsidiary, such Person becomes a Restricted Subsidiary, and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof of such consolidation or merger, and immediately after giving effect thereto thereto, no Default or Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole. Section 7.13.

Mergers, Consolidations and Sales of Assets. Merge into The Borrower will not, nor will it permit any of its Material Subsidiaries to, (i) consolidate with or consolidate be a party to merger with any other Person, Person or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all “substantial part” of the assets of the Borrower and its Subsidiaries; provided, however, that (w) the foregoing shall not prohibit any sale, lease, transfer or disposition to which the Required Lenders have consented, such consent not to be unreasonably withheld if (A) such transaction does not result in a downgrade of the Borrower’s S&P Rating or Mxxxx’x Rating, (B) such transaction is for cash consideration (or other consideration acceptable to the Required Lenders) in an amount not less than the fair market value of the applicable assets, and (C) such transaction, when combined with all other such transactions, would not have a Material Adverse Effect, taken as a whole, (x) any Subsidiary of the Borrower may merge or consolidate with or into or sell, lease or otherwise convey all or a substantial part of its assets to the Borrower or any Subsidiary of which the Borrower holds (directly or indirectly) at least the same percentage equity ownership; provided that in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing corporation, and (y) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business. As used in this Section 7.11, a sale, lease, transfer or disposition of assets during any fiscal year shall be deemed to be of a “substantial part” of the consolidated assets of the Borrower and its Subsidiaries if the net book value of such assets, when added to the net book value of all other assets sold, leased, transferred or disposed of by the Borrower and its Subsidiaries during such fiscal year (other than obsolete or surplus Property and inventory in the ordinary course of business) exceeds ten percent (10%) of the total assets of the Borrower and its Subsidiaries, determined on a consolidated basis as of the last day of the immediately preceding fiscal year.

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itthe Borrower or any of its Subsidiaries, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all of its assets or substantially all the assets (or any substantial part of its Core Assets, in each case whether now owned or hereafter acquired) , or enter into any agreement to do any of the foregoing at any future time; provided, however, that the Borrower or any of its Subsidiaries may consolidate or merge with any other Person (other than a merger or consolidation of a Guarantor into the Borrower) if (a) the Borrower or such Subsidiary shall be the surviving corporation and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (b) no Event of Default or Default shall have has occurred and be continuingis continuing or would occur as a result of such merger or consolidation. For the purposes of this Section 6.04, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sellsale, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than Core Assets leased pursuant to a Sale and Leaseback Transaction consummated within 120 days of the Borroweracquisition thereof) so long as after giving effect to such merger or consolidation or series other disposition of mergers and consolidations, as a "substantial part" of the case may be, Core Assets of the Borrower and or any of its Subsidiaries shall be deemed to have not occurred if the book value of the Core Assets to be sold, transferred, leased or otherwise disposed of all or substantially all (or, in the case of shares of capital stock of a Subsidiary of the assets Borrower owning Core Assets, the greater of the book value of such shares or the proceeds realized from the sale, transfer or other disposition of such shares) when added to the book value (and/or proceeds realized, when applicable, in the case of shares of capital stock of a Subsidiary of the Borrower owning Core Assets) of Core Assets sold, transferred, leased or otherwise disposed of by the Borrower or any of its Subsidiaries (other than (i) Core Assets sold, transferred, leased or disposed of to wholly-owned Subsidiaries of the Borrower and its Subsidiaries(ii) Core Assets that, taken when sold, transferred, leased or disposed of, were worn-out, obsolete or unserviceable) during the preceding 12 calendar months, exceeds 10% of Consolidated Tangible Net Assets as a wholeof the last day of the fiscal quarter immediately preceding the fiscal quarter in which such sale, transfer, lease or disposition occurs.

Mergers, Consolidations and Sales of Assets. (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of any Borrower or less than all the Equity Interests of any Subsidiary of such Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Parent Borrower and its Subsidiariesany Subsidiary may purchase and sell inventory, taken as materials, equipment or Permitted Investments in the ordinary course of business and may license intellectual property in the ordinary course of business, (ii) the Parent Borrower and any Subsidiary may sell obsolete, damaged or worn-out assets in the ordinary course of business, (iii) any Borrower (other than Parent Borrower) may merge or consolidate with or into any other Borrower or the Parent Borrower, so long as, in the case of a wholemerger or consolidation with the Parent Borrower, or liquidate or dissolvethe Parent Borrower is the surviving entity, except that(iv) the Parent Borrower, Knoll Denmark and the Muuto Entities may consummate the Effective Date Acquisition and the subsequent merger of the Muuto Entities, (v) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuingcontinuing (t) any Subsidiary may change its form of organization in compliance with Section 8.11, if applicable, (au) the Parent Borrower and any Subsidiary may make Investments and advances permitted under Section 8.04, (v) any Person wholly owned Subsidiary of a Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporation; provided, (b) any Person (other than that, if the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity Parent Borrower is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect party to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.115 CHAR1\1732710v2

Mergers, Consolidations and Sales of Assets. Merge into The Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) consolidate with or consolidate be a party to a merger with any other Person, Person or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all of the consolidated assets of the Parent and its Restricted Subsidiaries; provided, however, that: (1) any Restricted Subsidiary of the Parent may merge or consolidate with or into or sell, lease or otherwise convey its assets to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that in any such merger or consolidation involving the Borrower, the Borrower or the Parent shall be the surviving or continuing corporation; (2) The Parent and its Subsidiaries may dissolve or liquidate any Restricted Subsidiary of the Parent (other than the Borrower) or of such Subsidiary so long as all the assets of such dissolved or liquidated Restricted Subsidiary (whether now owned i) were direct or hereafter acquiredindirect co- investments in real estate or real estate related assets, all of which have been sold or (ii) are concurrently transferred to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that if any Guarantor (other than the Parent) is dissolved or liquidated all of such Guarantor’s assets shall be concurrently transferred to the Borrower or another Guarantor; and (3) The Parent or any Restricted Subsidiary of the Borrower Parent may consolidate or merge with any other Person if the Parent or such Restricted Subsidiary or, in the case of such a transaction involving the Borrower, the Parent or the Borrower, is the surviving or continuing corporation or, in the case of a Restricted Subsidiary, such Person becomes a Restricted Subsidiary, and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof of such consolidation or merger, and immediately after giving effect thereto thereto, no Default or Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole. Section 7.13.

Mergers, Consolidations and Sales of Assets. Merge into Be a party to any ------------------------------------------- merger, consolidation or consolidate with any other Person, or permit any other Person to merge into or consolidate with itshare exchange, or sell, transfer, lease or otherwise dispose of (in one transaction all or any substantial part of its assets or Property, including any disposition of assets or Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable, or permit any Subsidiary so to do; provided, however, that this Section shall not apply to nor operate to prevent (i) the Borrower being a series party to any merger where the Borrower is the surviving Person if, after giving effect to such merger, no Default or Event of transactions Default would then exist, (whether ii) any Subsidiary (A) merging into the Borrower or (B) being a party to any merger which does not involve the Borrower where a Subsidiary is the surviving Person if, after giving effect to such merger, no Default or Event of Default would then exist, (iii) the Borrower or any Subsidiary from selling its inventory in the ordinary course of its business or (iv) the Borrower or any Subsidiary from selling or leasing any substantial part of its assets (including, without limitation, notes and accounts receivable) or Property, including any disposition of assets or Property as part of a sale and leaseback transaction, as long as (A) the consideration to be paid for such assets or Property at the time of the closing of any such transaction is Fair Market Value for such assets or Property and at least 75% in the form of cash or cash equivalents, (B) the Borrower complies with Sections 2.03(d) and 2.05(e) and (C) all sales or leases pursuant to a mergerthe exception in this clause (iv) shall not, consolidation in the aggregate, exceed $100 million. The term "substantial" as used herein shall mean an amount in excess of 5% of the total assets of the Borrower or otherwise)such Subsidiary (computed based upon the total assets of the Borrower or such Subsidiary set forth in the most recently prepared balance sheet) all or substantially all per year. For purposes of this Section 7.02(a) the assets (whether now owned or hereafter acquired) Property of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if Subsidiaries shall be valued at the time thereof and immediately after giving effect thereto no Event greater of Default book or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that Fair Market Value of such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a wholeProperty."

Mergers, Consolidations and Sales of Assets. Merge into The Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) consolidate with or consolidate be a party to a merger with any other Person, Person or permit any other Person to merge into or consolidate with it, or (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the consolidated assets of the Borrower Parent and its Restricted Subsidiaries; provided, taken however, that: (1) any Restricted Subsidiary of the Parent may merge or consolidate with or into or sell, lease or otherwise convey its assets to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that in any such merger or consolidation involving the Borrower, the Borrower or the Parent shall be the surviving or continuing corporation; (2) The Parent and its Subsidiaries may dissolve or liquidate any Restricted Subsidiary of the Parent (other than the Borrower) or of such Subsidiary so long as all the assets of such dissolved or liquidated Restricted Subsidiary (i) were direct or indirect co-investments in real estate or real estate related assets, all of which have been sold or (ii) are concurrently transferred to the Parent or any Restricted Subsidiary of which the Parent directly or indirectly holds at least the same percentage equity ownership or is entitled through ownership of interests, contractually or otherwise, to at least the same economic interest; provided that if any Guarantor (other than the Parent) is dissolved or liquidated all of such Guarantor’s assets shall be concurrently transferred to the Borrower or another Guarantor; and (3) The Parent or any Restricted Subsidiary of the Parent may consolidate or merge with any other Person if the Parent or such Restricted Subsidiary or, in the case of such a whole.transaction involving the Borrower, the Parent or the Borrower, is the surviving or continuing corporation or, in the case of a Restricted Subsidiary, such Person becomes a -66-

Mergers, Consolidations and Sales of Assets. Merge (a) In the case of the Company and any Significant Subsidiary, merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all of its assets, or all or substantially all of the assets stock of any of the Significant Subsidiaries (in each case, whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (ai) any Subsidiary or other Person may merge into or consolidate with the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (bii) any Person (other than the Borrower) Subsidiary may merge into or consolidate with any other Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Consolidated Subsidiary; provided that if either such Subsidiary is a Borrower, then the surviving corporation shall be a Borrower organized under the laws of an Approved Jurisdiction, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to a Wholly-Owned Consolidated Subsidiary, (civ) any Subsidiary other than a Credit Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and Lenders, (dv) any Subsidiary may sell, transfer, lease merge into or otherwise dispose consolidate with any other Person if the surviving Person is or becomes by virtue of its assets, such transaction a Wholly-Owned Consolidated Subsidiary and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, Company determines in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to good faith that such merger or consolidation is in the best interests of the Company and would not materially adversely affect the Lenders, (vi) the Company or series any Significant Subsidiary may effect sales of mergers assets or of capital stock of any Subsidiary and consolidationsenter into leases permitted under Section 6.03(b), as and (vii) any Subsidiary other than a Credit Party may merge with or into any other Person in a transaction in which the case may be, the Borrower and its Subsidiaries have surviving entity is not sold, transferred, leased a Subsidiary; provided that such transaction shall be deemed a sale or otherwise disposed of all or substantially all transfer of the assets of the Borrower such Subsidiary for purposes of, and its Subsidiariessuch transaction shall be permitted by, taken as a wholeSection 6.03(b).

Mergers, Consolidations and Sales of Assets. Merge into Be a party to any merger, consolidation or consolidate with any other Person, or permit any other Person to merge into or consolidate with itshare exchange, or sell, transfer, lease or otherwise dispose of all or any material part of its assets or Property, including any disposition of assets or property as part of a sale and leaseback transaction, (except in one the case of sale and leaseback transactions, any such transaction entered into by Bank Subsidiary or its Subsidiaries) or in a series any event sell or discount (with or without recourse) any of transactions its notes or accounts receivable, or permit any Subsidiary so to do in each case without Lender’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that this Section 7.02 shall not apply or operate to prevent (whether pursuant to a merger, consolidation or otherwise)i) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as or any Subsidiary being a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) party to any Person may merge into merger where the Borrower in a transaction in which or the Borrower Subsidiary is the surviving corporationPerson if, (b) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Subsidiary (A) merging into the Borrower or (B) being a party to any merger which does not involve the Borrower where a Subsidiary is a party to such merger if, in each case after giving effect to such merger, no Default or consolidation Event of Default would then exist, (iii) the Borrower or series any Subsidiary from (A) selling, in the ordinary course of mergers its business, securities which are purchased or sold by it in the ordinary course of its business, (B) making any Permitted Investments, (C) selling loans in the ordinary course of its business (or selling loans with an aggregate outstanding principal amount less than 5.0 % of Total Loan Assets, not in the ordinary course of its business), (D) selling any non-core deposits, provided such sale is on an arms length basis, (E) selling core deposits and consolidationsrelated assets the aggregate proceeds of which sales do not exceed 5.0% of Total Loan Assets, (F) selling or transferring such assets or Property among Subsidiaries, (G) selling, for fair value, any servicing rights, (H) granting any Permitted Liens, (I) selling or transferring such assets or Property to its Affiliates if such transfer is on an arms length basis, (J) selling or transferring such Property or assets on an arms length basis to comply with the federal Home Owners Loan Act, as amended, or with the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased Qualified Thrift Lender Test set forth in 12 U.S.C. § 1467(a)(m) or otherwise disposed of all or substantially all § 7701(a)(19) of the Code or the loan tests set forth in 12 U.S.C. § 1464(b) or to provide capital to Bank Subsidiary in order that Bank Subsidiary shall be “well capitalized” under applicable regulations relating to capital measures and capital levels required of state and federally chartered savings institutions, (K) selling or transferring such Property or assets in connection with commercially reasonable asset securitization transactions, (L) transferring any asset in connection with a permitted Interest Rate Protection Agreement or any other permitted hedging transaction, (M) sales of assets by a Banking Business Subsidiary if the proceeds of such sale are used to purchase loans or investment securities or to repay, prepay or redeem Indebtedness, (N) sales of assets no longer being used in the business of the Borrower or any Subsidiary, (O) sales of other assets by any Subsidiary in the ordinary course of its business, and its Subsidiaries, taken (P) sales of assets as a wholerequired by any Governmental Authority in connection with obtaining approval of any merger or other acquisition permitted under this Section 7.02(a).

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or sell, transfer, lease lease, license or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter here after acquired), or any capital stock of any Subsidiary, or permit any Restricted Subsidiary to issue any shares of its capital stock to any person other than the Borrower or another Subsidiary, or, except as expressly permitted under Section 6.04, purchase, lease, license or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the Borrower assets of any other person or assets that are substantial in relation to the Company and its Subsidiaries, subsidiaries taken as a whole, except that (a) the Borrower and any of the Subsidiaries may (i) purchase and dispose of inventory in the ordinary course of business and enter into Ordinary Licensing Transactions and (ii) dispose of obsolete or liquidate or dissolveworn out assets, except that, (b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuingcontinuing and the Collateral Requirement and the Guarantee Requirement shall be satisfied, (ai) any Person subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person (corporation and no person other than the BorrowerBorrower receives any consideration and (ii) any subsidiary of the Borrower may merge into or consolidate with any Subsidiary other subsidiary of the Borrower in a transaction in which which, after giving effect to such merger, the percentage ownership of the surviving entity is not less than the Company's or the subsidiary's ownership in either of the subsidiaries prior to such merger or consolidation and no person other than the Borrower or a SubsidiaryWholly Owned Subsidiary receives any consideration, (c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests any subsidiary of the Borrower and is not materially disadvantageous to the Lenders and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease transfer or otherwise dispose of any Subsidiary, in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons assets (other than the BorrowerEquity Interests of Restricted Subsidiaries, but including the Playboy Mansion in Los Angeles, California) for consideration at least 80% of which consists of cash in one or more arm's length transactions so long as (i) the proceeds of any such sale are held and applied in accordance with the terms of this Agreement and (ii) after giving effect to such merger or consolidation or series sale, the aggregate fair market value of mergers and consolidations, as the case may be, assets sold by the Borrower and its Subsidiaries have not soldsubsidiaries pursuant to this clause (c), transferred, leased or otherwise disposed of all or substantially all excluding any sale of the assets of Playboy Mansion, does not exceed $10,000,000 in any fiscal year and (d) the Borrower and its Subsidiariessubsidiaries may make investments expressly permitted by Section 6.04. Notwithstanding anything to the contrary in this Section 6.05, taken as a wholethe Company may consummate the Playboy Merger, the Spice Merger, the Stock Transfer and the Xxxxxxx Xxxxxxxxxxxxx Transaction.

Mergers, Consolidations and Sales of Assets. Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, enter into any transaction of amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)transactions) all or substantially all the any substantial part of its business or assets (whether now owned or hereafter acquired) or any capital stock of any Recourse Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or make any material change in the method by which it conducts business, except that (a) the Borrower and its Subsidiariesany Recourse Subsidiary may purchase and sell inventory, taken as a wholesell used and surplus equipment, or liquidate or dissolvesell any one of the three warehouses it owns and sell real property owned by River Road Realty which is not collateral for the Senior Secured Notes, except thatin each case, in the ordinary course of business, (b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (ai) any Person wholly owned Recourse Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (bii) any Person (other than the Borrower) wholly owned Recourse Subsidiary may merge into or consolidate with any other wholly owned Recourse Subsidiary in a transaction in which the surviving entity is a Subsidiarywholly owned Recourse Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration, (c) any Subsidiary another person may liquidate merge into or dissolve if consolidate with the Borrower determines in good faith that if (i) the Borrower is the surviving entity, (ii) the Required Lenders consent to such liquidation merger or dissolution consolidation, (iii) at the time thereof and immediately after giving effect thereto, no Event of Default or Default shall have occurred and be continuing and (iv) at the time thereof and immediately after giving effect thereto the Borrower is in compliance with the best interests provisions of Articles IV, VI and VII hereof and two Financial Officers of the Borrower and is not materially disadvantageous provide certificates of compliance therewith to the Lenders Lenders, and (d) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, make Acquisition Expenditures in each case pursuant to one or more mergers or consolidations of any Subsidiary accordance with other Persons (other than the Borrower) so long as after giving effect to such merger or consolidation or series of mergers and consolidations, as the case may be, the Borrower and its Subsidiaries have not sold, transferred, leased or otherwise disposed of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a wholeSection 7.10 hereof.

Mergers, Consolidations and Sales of Assets. Merge (a) In the case of the Company and any Significant Subsidiary, merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)related transactions) all or substantially all of its assets, or all or substantially all of the assets stock of any of the Significant Subsidiaries (in each case, whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (ai) any Subsidiary or other Person may merge into or consolidate with the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (bii) any Person (other than the Borrower) Subsidiary may merge into or consolidate with any other Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Consolidated Subsidiary; provided that if either such Subsidiary is a Borrower, then the surviving corporation shall be a Borrower organized under the laws of an Approved Jurisdiction, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to a Wholly-Owned Consolidated Subsidiary, (civ) any Subsidiary other than a Credit Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and Lenders, (dv) any Subsidiary may sell, transfer, lease merge into or otherwise dispose consolidate with any other Person if the surviving Person is or becomes by virtue of its assets, such transaction a Wholly-Owned Consolidated Subsidiary and the Borrower may sell, transfer, lease or otherwise dispose of any Subsidiary, Company determines in each case pursuant to one or more mergers or consolidations of any Subsidiary with other Persons (other than the Borrower) so long as after giving effect to good faith that such merger or consolidation is in the best interests of the Company and would not materially adversely affect the Lenders, (vi) the Company or series any Significant Subsidiary may effect sales of mergers assets or of capital stock of any Subsidiary and consolidationsenter into leases permitted under Section 6.03(b), as and (vii) any Subsidiary other than a Credit Party may merge with or into any other Person in a transaction in which the case may be, the Borrower and its Subsidiaries have surviving entity is not sold, transferred, leased a Subsidiary; provided that such transaction shall be deemed a sale or otherwise disposed of all or substantially all transfer of the assets of the Borrower such Subsidiary for purposes of, and its Subsidiariessuch transaction shall be permitted by, taken as a wholeSection 6.03(b).

Mergers, Consolidations and Sales of Assets. Merge into (a) Consolidate with or consolidate be a party to a merger with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions (whether pursuant to a merger, consolidation or otherwise)) all or substantially all of its assets; provided that: (i) any Restricted Subsidiary of Borrower may merge or consolidate with or into Borrower or any Wholly-owned Restricted Subsidiary so long as in (1) any merger or consolidation involving Borrower, Borrower shall be the assets surviving or continuing corporation and (whether now 2) in any merger or consolidation involving a Wholly-owned Restricted Subsidiary (and not Borrower), the Wholly-owned Restricted Subsidiary shall be the surviving or hereafter acquiredcontinuing corporation; (ii) of Borrower may consolidate or merge with any other corporation if (1) Borrower is the Borrower surviving corporation in connection with such consolidation or merger and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if (2) at the time thereof of such consolidation or merger and immediately after giving effect thereto thereto, (A) no Default or Event of Default or Default shall have occurred would exist and (B) Borrower would be continuing, (apermitted by the provisions of Section 8.2(a) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, to incur at least $1.00 of additional Indebtedness. (b) any Sell, lease, transfer, abandon as obsolete or otherwise dispose of assets (except assets sold, leased or otherwise disposed of in the ordinary course of business for fair market value and except as provided in Section 8.5(a)(c); provided that the foregoing restrictions do not apply to: (i) the sale, lease, transfer or other disposition of assets to Borrower or a Wholly-owned Restricted Subsidiary by a Restricted Subsidiary of Borrower; or (ii) the sale, lease, transfer or other disposition of assets for cash or other property to a Person or Persons if all of the following conditions are met: (other than 1) in the Borroweropinion of (i) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (c) any Subsidiary may liquidate or dissolve Board of Directors of Borrower if the Borrower determines in good faith that such liquidation fair market value of the assets exceeds $2,500,000 or dissolution (ii) otherwise a Responsible Officer, the sale is for fair value and is in the best interests of Borrower; (2) immediately after the consummation of the transaction and after giving effect thereto, (A) no Default or Event of Default would exist and (B) Borrower would be permitted by the provisions of Section 8.2(a) to incur at least $1.00 of additional Indebtedness; and (3) the entirety of the proceeds (net of expenses and taxes arising in connection therewith) ("Net Proceeds") from any such sale or other disposition shall be applied within 360 days of receipt thereof by Borrower or a Restricted Subsidiary of Borrower either (A) to the acquisition (directly or through acquisition of a Restricted Subsidiary of Borrower) of assets (other than cash, cash equivalents or Securities) useful and intended to be used in the operation of the business of Borrower and is its Restricted Subsidiaries and having a fair market value (as determined in good faith by (i) the Board of Directors of Borrower if the fair market value of the assets exceeds $2,500,000 or (ii) otherwise a Responsible Officer) at least equal to that of the assets so disposed of or (B) towards the offer of prepayment at any applicable prepayment premium of Senior Indebtedness of Borrower owing to any Person other than a Restricted Subsidiary of Borrower or an Affiliate upon the terms and conditions hereinafter provided; provided, that if for any reason whatsoever Borrower does not materially disadvantageous apply all of the Net Proceeds from any such sale in compliance with clause (A) or (B) of this Section 8.5(b)(ii)(3) within such 360 day period, then and in such event the Commitments of the Lenders shall, unless the Majority Lenders otherwise agree in writing, automatically be reduced effective as of the expiration of such 360 day period by a sum equal to the Lenders amount by which the aggregate Net Proceeds from all sales or other dispositions not so applied exceed $5,000,000 in the aggregate. Computations pursuant to this Section 8.5(b) shall include dispositions made pursuant to Section 8.5(c) and computations pursuant to Section 8.5(c) shall include dispositions made pursuant to this Section 8.5(b). (dc) any Subsidiary may sellSell, transfer, lease or otherwise dispose of its assets, and the Borrower may sell, transfer, lease pledge or otherwise dispose of any Subsidiaryshares of the stock or other ownership interests (including as "stock" for the purposes of this Section 8.5(c) any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock or other ownership interests) of a Restricted Subsidiary of Borrower (said stock, in each case pursuant options, warrants and other Securities herein called "Subsidiary Stock") or any Indebtedness of any Restricted Subsidiary of Borrower, nor will any Restricted Subsidiary of Borrower issue, sell, pledge or otherwise dispose of any shares of its own Subsidiary Stock, provided that the foregoing restrictions do not apply to: (i) the issue of directors' qualifying shares or Regulatory Shares; or (ii) the issue of Subsidiary Stock to one Borrower; or more mergers (iii) the sale or consolidations transfer by Borrower or any of its Restricted Subsidiaries of any Subsidiary with Stock to Borrower or to a Wholly-owned Restricted Subsidiary; or (iv) any other Persons sale or other disposition at any one time to a Person (other than directly or indirectly to an Affiliate) of the entire Investment of Borrower and its other Restricted Subsidiaries in any Restricted Subsidiary of Borrower if all of the following conditions are met: (1) in the opinion of (i) Borrower's Board of Directors if the fair market value of the assets exceeds $2,500,000 or (ii) so long as otherwise a Responsible Officer, the sale is for fair value and is in the best interests of Borrower; (2) immediately after the consummation of the transaction and after giving effect to thereto, such merger Restricted Subsidiary shall have no Indebtedness of or consolidation continuing Investment in the capital stock of Borrower or series of mergers any of its Restricted Subsidiaries and consolidationsany such Indebtedness or Investment shall have been discharged or acquired, as the case may be, by Borrower or a Restricted Subsidiary of Borrower; and (3) immediately after the consummation of the transaction and after giving effect thereto, (A) no Default or Event of Default would exist and (B) Borrower would be permitted by the provisions of Section 8.2(a) to incur at least $1.00 of additional Indebtedness; and (4) the entirety of the Net Proceeds from any such sale or other disposition shall be applied within 360 days of receipt thereof by Borrower or a Restricted Subsidiary of Borrower either (A) to the acquisition (directly or through acquisition of a Restricted Subsidiary of Borrower) of assets (other than cash, cash equivalents or Securities) useful and intended to be used in the operation of the business of Borrower and its Restricted Subsidiaries have not sold, transferred, leased and having a fair market value (as determined in good faith by (i) the Board of Directors of Borrower if the fair market value of the assets exceeds $2,500,000 or (ii) otherwise a Responsible Officer) at least equal to that of the assets so disposed of all or substantially (B) towards the offer of prepayment at any applicable prepayment premium of Senior Indebtedness of Borrower owing to any Person other than a Restricted Subsidiary of Borrower or an Affiliate upon the terms and conditions hereinafter provided; provided, that if for any reason whatsoever Borrower does not apply all of the assets Net Proceeds from any such sale in compliance with clause (A) or (B) of this Section 8.5(c)(iv)(4) within such 360 day period, then and in such event the Commitments of the Borrower Lenders shall, unless the Majority Lenders otherwise agree in writing, automatically be reduced effective as of the expiration of such 360 day period by a sum equal to the amount by which the aggregate Net Proceeds from all sales or other dispositions not so applied exceed $5,000,000 in the aggregate. Computations pursuant to this Section 8.5(c) shall include dispositions made pursuant to Section 8.5(b) and its Subsidiaries, taken as a whole.computations pursuant to Section 8.5(b) shall include dispositions made pursuant to this Section 8.5(c). 8.6