Common use of Mergers, Acquisitions, Sales, etc Clause in Contracts

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales Seller shall not be applicable to (i) sales of equipment be a party to any merger, consolidation or other personal property being replaced by other equipment corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other personal property purchased corporate restructuring where the Buyer, the Administrative Agent (as a capital expenditure itemIssuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) sales directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of accounts receivable pursuant transactions, all or substantially all of its assets except (I) to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, an Originator or (iiiII) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower prior to the extent that effective date thereof or in connection therewith (i) after giving effect to such purchases, Borrower this Agreement is in compliance with Section 7.04 hereof or has been terminated and (ii) the Board of Directors Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction than pursuant to clauses this Agreement) except if prior to the effective date thereof or in connection therewith (i), ) this Agreement is or has been terminated and (ii) or the Administrative Agent (iiias Issuer’s assignee) or the second or third provisos above and each Purchaser shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transactionhave received notice thereof.

Mergers, Acquisitions, Sales, etc. Merge or consolidate --------------------------------- with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or or, except for the purchase of capital stock as an investment in a Subsidiary as permitted by subsection (a) in Section 8.4, below, purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure itemitem having comparable values, (ii) sales sale, lease or transfer of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by assets of the Borrower in pursuing such a program shall be considered interest under this Credit Agreementor any Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of inventory in the ordinary course of business, and (iv) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worthassets, since the Closing Date; and, and (iv) sales of inventory in the ordinary course of business; provided, provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions Section 8.3 hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i), (ii) or ), (iiiiv) or the second or third provisos proviso above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; hereof-, provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition8.04 hereof; provided, however, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate --------------------------------- with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales -------- ------- shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing -------- ------- restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the -------- ------- foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction -------- ------- pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment Be a party to any merger, consolidation or other personal property being replaced by other equipment restructuring, except a merger, consolidation or other personal property purchased restructuring (x) where such Originator is the survivor, or (y) where such Originator is not the survivor, and the Company, the Administrator and each Purchaser Agent have each (A) received 30 days’ prior notice thereof, (B) consented in writing thereto (such consent not to be unreasonably, withheld conditioned or delayed), (C) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as a capital expenditure itemthe Company, the Administrator or any Purchaser Agent shall request and (D) been satisfied that all other action to perfect and protect the interests of the Company and the Administrator, on behalf of the Purchasers, in and to the Receivables to be sold by it hereunder and other Related Rights, as requested by the Company, the Administrator or any Purchaser Agent shall have been taken by, and at the expense of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets or (B) any Receivables or any interest therein (other than pursuant to this Agreement or the Intercreditor Agreement). (f) Lock-Box Banks. Make any changes in its instructions to Obligors regarding Collections on Receivables sold, contributed or otherwise conveyed by it hereunder or add or terminate any bank as a Lock-Box Bank unless the requirements of Section 1(f) of Exhibit IV to the Receivables Purchase Agreement have been met. (g) Accounting for Purchases. Account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than as sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred the Receivables and Related Rights by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower Originator to the extent that Company. (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (ih), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or or, except for the purchase of capital stock as an investment in a Subsidiary as permitted by subsections (a) and (b) in Section 8.3, below, purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure itemitem having comparable values, (ii) sales sale, lease or transfer of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by assets of the Borrower in pursuing such a program shall be considered interest under this Credit Agreementor any Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of inventory in the ordinary course of business, (iv) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten twenty-five percent (1025%) of Borrower's Consolidated Net Worthassets, since the Closing Date, Date and (ivv) sales the sale of inventory accounts receivable in the ordinary course of businessan amount permitted by Section 8.3(h) through an accounts receivable securitization program; provided, provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with this Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition8.2; provided, however, that no transaction pursuant to clauses (i), (ii) or ), (iiiiv) or the second or third provisos proviso above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge The Borrower will not be a party to any merger or consolidate with consolidation, or purchase or otherwise acquire any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, other than Borrower or another Subsidiary, or sell, leasetransfer, convey or lease any of its assets, or otherwise dispose of its accounts, property sell or other assets (including capital stock of Subsidiaries), assign with or purchase, lease or otherwise acquire all without recourse any Collateral or any substantial portion of the property or assets interest therein (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to other than (i) sales purchases or acquisitions of equipment Investments and other assets in the normal course of the day-to-day business activities of the Borrower and not in violation of the terms and conditions of this Agreement or any other personal property being replaced by other equipment or other personal property purchased as a capital expenditure itemTransaction Document, (ii) sales sales, transfers or other conveyances of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, assets (iiiother than Loans) other asset sales (including the stock sold or disposed of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; providedbusiness (including to make expenditures of cash in the normal course of the day-to-day business activities of the Borrower), further, that (iii) transfers of assets to a Financing Subsidiary for the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is sole purpose of facilitating the surviving entity, and mergers between transfer of assets from one Financing Subsidiary (or a Subsidiary of that was a Financing Subsidiary immediately prior to such disposition) to another Financing Subsidiary, directly or indirectly through the Borrower and Borrower or between Subsidiaries of Borrower (such assets, the “Transferred Assets”); provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i)transfer, (iix) or (iii) or the second or third provisos above shall be permitted if any no Default or Event of Default otherwise shall have occurred and be continuing, (y) there exists no Borrowing Base Deficiency and (z) the Transferred Assets were transferred to the Borrower by the transferor Financing Subsidiary on the same Business Day that such assets are transferred by the Borrower to the transferee Financing Subsidiary, (iv) the Atlantis Acquisition, (v) mergers or consolidations of the Borrower with (or acquisitions of all or substantially all of the assets of) any other Person so long as (x) the Borrower is the continuing or surviving entity in such transaction and (y) at the time thereof and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; in each case, as permitted pursuant to this Agreement, or as otherwise permitted hereunder (including pursuant to Section 2.14)), (vi) sales, transfers or other dispositions of (including by way of consolidation or merger) (x) the Equity Securities of any Subsidiary of the Borrower to any Person and (y) Equity Securities to any Tax Blocker Subsidiary, in each case, so long as such transaction results in the Borrower receiving the proceeds of such transaction disposition and (vii) sales, leases, transfers or would otherwise exist other dispositions of equipment or other property or assets that do not consist of Loans so long as a result the aggregate amount of all such transactionsales, leases, transfers and dispositions does not exceed $1,000,000 in any fiscal year.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; providedPROVIDED, howeverHOWEVER, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; providedPROVIDED, furtherFURTHER, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; providedPROVIDED, furtherFURTHER, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; providedPROVIDED, howeverHOWEVER, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales Seller shall not be applicable to (i) sales of equipment be a party to any merger, consolidation or other personal property being replaced by other equipment corporate restructuring, except (I) a merger of Seller into an Originator or (II) a merger, consolidation or other personal property purchased corporate restructuring where the Buyer, the Administrative Agent (as a capital expenditure itemIssuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials) or (ii) sales directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of accounts receivable pursuant transactions, all or substantially all of its assets except (I) to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreement, an Originator or (iiiII) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower prior to the extent that effective date thereof or in connection Exhibit J therewith (i) after giving effect to such purchases, Borrower this Agreement is in compliance with Section 7.04 hereof or has been terminated and (ii) the Board of Directors Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or (B) any Receivables or Related Rights or any interest therein (other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction than pursuant to clauses this Agreement) except if prior to the effective date thereof or in connection therewith (i), ) this Agreement is or has been terminated and (ii) or the Administrative Agent (iiias Issuer’s assignee) or the second or third provisos above and each Purchaser shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transactionhave received notice thereof.

Mergers, Acquisitions, Sales, etc. Merge (i) Be a party to any merger, consolidation or consolidate other restructuring, except (A) a merger of one Originator into another Originator (with an Originator being the surviving entity), (B) a Simplification Transaction or (C) any other Personmerger, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property consolidation or other assets restructuring where the Buyer and the Administrative Agent have each (including capital stock of Subsidiaries)1) received 30 days’ prior notice thereof, or purchase(2) consented in writing thereto, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales which consent shall not be applicable unreasonably withheld, conditioned or delayed, (3) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (i4) sales been satisfied that all other action to perfect and protect the interests of equipment the Buyer and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of such Originator (including the filing of any UCC financing statements, the receipt of certificates and other personal property being replaced by requested documents from public officials and all such other equipment actions required pursuant to Section 7.3) or other personal property purchased as a capital expenditure item, (ii) sales directly or indirectly sell, transfer, assign, convey or lease whether in one or a series of accounts receivable transactions, all or substantially all of its assets (other than (x) in accordance with the Transaction Documents, (y) pursuant to the prior written consent of the Buyer and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed or (z) a securitization programsale, provided further transfer, assignment, conveyance or leasing of assets to Buyer or any of Buyer’s Subsidiaries where the Buyer and the Administrative Agent have each (1) received 30 days’ prior notice thereof, (2) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (3) been satisfied that any program costs incurred all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Borrower in pursuing Buyer or the Administrative Agent shall have been taken by, and at the expense of such a program shall be considered interest under this Credit Agreement, (iii) other asset sales Originator (including the stock filing of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation)any UCC financing statements, the Asset Value receipt of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, certificates and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower other requested documents from public officials and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of all such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction actions required pursuant to clauses (iSection 7.3), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction).

Mergers, Acquisitions, Sales, etc. Merge Consolidate or consolidate merge with or into any other Person, Person (other than Borrower or with another Subsidiary, Originator) or sell, lease, lease or otherwise dispose transfer all or substantially all of its accounts, property or other and assets (including capital stock of Subsidiariesother than to another Originator), or purchase, lease or otherwise acquire all or agree to do any substantial portion of the property or assets (including capital stock) of any Person; providedforegoing, however, that the foregoing restrictions on asset sales shall not be applicable to unless (i) sales no Unmatured Initial Servicer Default, Initial Servicer Default, Event of equipment Default, Amortization Event or other personal property being replaced by other equipment Unmatured Event of Default has occurred and is continuing or other personal property purchased as a capital expenditure itemwould result immediately after giving effect thereto, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower in pursuing such a program Originator shall be considered interest under this Credit Agreementhave given Buyer and Administrative Agent not less than fifteen (15) Business Days’ prior written notice thereof, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make if such asset sale (provided that if the asset sale Originator is not consummated within six (6) months the surviving corporation or if such Originator sells, leases or transfers all or substantially all of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation)its property and assets, the Asset Value surviving corporation or the Person purchasing or being leased the assets is (A) a Subsidiary of asset sales occurring after Performance Guarantor and agrees to be bound by the Closing Date, taking into account the Asset Value terms and provisions of the proposed asset saleTransaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under the laws of the United States, would not exceed ten percent (10%) any state or commonwealth thereof, the District of Borrower's Consolidated Net WorthColumbia or any territory thereof, since the Closing Date, and (iv) sales of inventory no Change in the ordinary course of business; providedControl shall result, further(v) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the foregoing restrictions on mergers Performance Guaranty shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, (vi) Administrative Agent, the Required Lenders and mergers between a Subsidiary Buyer have consented thereto in writing and (vii) Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of Borrower counsel as it shall reasonably request, including as to the necessity and Borrower adequacy of any new UCC financing statements or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance amendments to existing UCC financing statements or new intellectual property security agreements or intellectual property assignment agreements for filing with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transactionapplicable filing office under Applicable Law.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with or, except as permitted pursuant to Section 8.4, acquire all or any portion of the equity of any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure itemitem having comparable values, (ii) sales sale, lease or transfer of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by assets of the Borrower in pursuing such a program shall be considered interest under this Credit Agreementor any Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of inventory or real property in the ordinary course of business, (iv) dispositions of obsolete, damaged or unusable assets and (v) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of such other asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not not, during any twelve (12) month period, exceed ten fifteen percent (1015%) of Borrower's Consolidated Net Worthassets; and, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, provided further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation and mergers of such mergers, a Subsidiary of Borrower and another entity so long as the resulting entity is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board a Wholly-Owned Subsidiary of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisitionBorrower; provided, however, that no transaction pursuant to clauses (i), (ii) or ), (iiiiv), (v) or the second or third provisos proviso above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure iteminventory in the ordinary course of business, (ii) sales of accounts receivable (or of undivided ownership interests therein) pursuant to a securitization program, provided further that the Accounts Receivable Facilities so long as the total "Investment" of all purchasers of such accounts receivable under such Accounts Receivable Facilities shall not exceed $100,000,000 in aggregate amount outstanding at any program costs incurred by the Borrower in pursuing such a program shall be considered interest under this Credit Agreementtime, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), Asset Sales where the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value Values do not exceed (A) an amount equal to five percent (5%) of the proposed asset saletotal assets of Interface and the other Consolidated Companies on a consolidated basis in any fiscal year, would not exceed or (B) an amount equal to ten percent (10%) of Borrower's the total assets of Interface and the other Consolidated Net WorthSubsidiaries on a cumulative consolidated basis after December 28, since 1997, or (iv) purchases or other acquisitions of all or any substantial portion of the Closing Dateproperty or assets of any Person (including capital stock) during any fiscal year, provided that in the case of any such purchase or other acquisition (x) such transaction has been approved in advance by a majority of the board of directors of the seller, and (ivy) sales where the cash portion of inventory the purchase price payable in such transaction exceeds $50,000,000, such transaction has been (1) demonstrated to the ordinary course satisfaction of business; providedthe Co-Agents, furtherthrough the preparation and delivery by Interface to the Lenders prior to the execution of a contractual obligation to make such purchase, that of pro forma financial statements demonstrating the foregoing restrictions on mergers shall effect of such transaction (in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Co-Agents), not apply to mergers involving Borrower adversely affect the continued compliance of the Consolidated Companies with Section 7.09 and another entity, provided Borrower is the surviving entityother terms of this Agreement, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of such mergers, Borrower is in compliance with (2) approved by the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisitionRequired Lenders; provided, however, that no transaction pursuant to clauses (iii), (ii) or (iii) or the second or third provisos (iv) above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transactiontransac- tion.

Mergers, Acquisitions, Sales, etc. Merge (i) Be a party to any merger, consolidation or consolidate with other restructuring, except (A) a Simplification Transaction or (B) any other Personmerger, other than Borrower or another Subsidiary, or sell, lease, or otherwise dispose of its accounts, property consolidation or other assets restructuring where the Company and the Administrative Agent have each (including capital stock of Subsidiaries)1) received 30 days’ prior notice thereof, or purchase(2) consented in writing thereto, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales which consent shall not be applicable unreasonably withheld, conditioned or delayed, (3) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Company or the Administrative Agent shall reasonably request and (i4) sales been satisfied that all other action to perfect and protect the interests of equipment the Company and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Company or the Administrative Agent shall have been taken by, and at the expense of the Transferor (including the filing of any UCC financing statements, the receipt of certificates and other personal property being replaced by requested documents from public officials and all such other equipment actions required pursuant to Section 7.3) or other personal property purchased as a capital expenditure item, (ii) sales directly or indirectly sell, transfer, assign, convey or lease whether in one or a series of accounts receivable transactions, all or substantially all of its assets (other than (x) in accordance with the Transaction Documents, (y) pursuant to the prior written consent of the Company and the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed or (z) a securitization programsale, provided further transfer, assignment, conveyance or leasing of assets to any of its Subsidiaries where the Company and the Administrative Agent have each (1) received 30 days’ prior notice thereof, (2) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Company or the Administrative Agent shall reasonably request and (3) been satisfied that any program costs incurred all other action to perfect and protect the interests of the Company and the Administrative Agent, on behalf of the Credit Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Borrower in pursuing such a program Company or the Administrative Agent shall be considered interest under this Credit Agreementhave been taken by, (iii) other asset sales and at the expense of the Transferor (including the stock filing of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation)any UCC financing statements, the Asset Value receipt of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of Borrower's Consolidated Net Worth, since the Closing Date, certificates and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower other requested documents from public officials and another entity, provided Borrower is the surviving entity, and mergers between a Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided that, in either case, upon consummation of all such mergers, Borrower is in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower to the extent that (i) after giving effect to such purchases, Borrower is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction actions required pursuant to clauses (iSection 7.3), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction).

Mergers, Acquisitions, Sales, etc. Merge or consolidate with any other Person, other than Borrower with Parent or Borrower, or another SubsidiaryGuarantor, or sell, lease, or otherwise dispose of its accounts, property or other assets (including capital stock of Subsidiaries), or purchase, lease or otherwise acquire all or any substantial portion of the property or assets (including capital stock) of any Person; provided, however, that the foregoing restrictions on asset sales shall not be applicable to (i) sales of equipment or other personal property being replaced by other equipment or other personal property purchased as a capital expenditure item, (ii) sales of accounts receivable pursuant to a securitization program, provided further that any program costs incurred by the Borrower Parent in pursuing such a program shall be considered interest under this Credit Agreement, (iii) other asset sales (including the stock of Subsidiaries) where, on the date of execution of a binding obligation to make such asset sale (provided that if the asset sale is not consummated within six (6) months of such execution, then on the date of consummation of such asset sale rather than on the date of execution of such binding obligation), the Asset Value of asset sales occurring after the Closing Date, taking into account the Asset Value of the proposed asset sale, would not exceed ten percent (10%) of BorrowerParent's Consolidated Net Worth, since the Closing Date, and (iv) sales of inventory in the ordinary course of business; provided, further, that the foregoing restrictions on mergers shall not apply to mergers involving Borrower or Parent and another entity, provided Borrower or Parent, as the case may be, is the surviving entity, and mergers between a another Subsidiary of Borrower Parent and Borrower Parent or between other Subsidiaries of Borrower Parent provided that, in either case, upon consummation of such mergers, Borrower is and Parent are in compliance with the other provisions hereof; provided, further, that the foregoing restrictions on asset purchases shall not apply to asset purchases by Borrower Parent to the extent that (i) after giving effect to such purchases, Borrower Parent is in compliance with Section 7.04 hereof and (ii) the Board of Directors or other governing body of such Person whose assets or stock is being purchased has approved the terms of such acquisition; provided, however, that no transaction pursuant to clauses (i), (ii) or (iii) or the second or third provisos above shall be permitted if any Default or Event of Default otherwise exists at the time of such transaction or would otherwise exist as a result of such transaction.