Borrower shall not wind up, liquidate, or dissolve itself, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, except that any Subsidiary may be merged with and into the Borrower or another Subsidiary, so long as the Borrower or such other Subsidiary is the surviving entity. Borrower shall not, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) dispositions in the ordinary course of its business and (b) other dispositions of property in any Fiscal Year during the term of this Agreement for which the net book value in the aggregate does not exceed 10% of the Borrower’s total consolidated assets as shown on the balance sheet for the most recent prior Fiscal Year.