12.1.3  No Other Business

Except with the prior written consent of the Agency, the Company shall not (a) engage in any business activity except those which are reasonably required to implement this Agreement, (b) enter into any merger, consolidation, or amalgamation with any entity or person, or (c) dispose of all or substantially all of its assets except as may be required by the Lenders to enforce any Lien permitted to be granted by the Company to such Lenders pursuant to Section 18.2 (Permitted Assignment to Lenders) of this Agreement.