Common use of Limitations on Fundamental Changes Clause in Contracts

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) the Administrative Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition; (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future. (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with a Borrower or any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging surviving or amalgamating amalgamated entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary another Credit Party and must execute executes and deliver delivers to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) if the Administrative surviving or amalgamated entity is a Credit Party other than a Borrower, such Credit Party must be a Designated Subsidiary, if any of the merging or amalgamating entities includes a Designated Subsidiary; (iv) the Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iiiii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (ivv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “"disposition”"), any property or assets (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property or assets with a market value of less than $50,000,00010,000,000; (ii) a disposition to another Credit Party provided that the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property or assets of the transferora Credit Party (other than a Borrower), the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program)Person, provided that the disposition is made for a consideration at least equal to the fair market value of the related propertyproperty or assets, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receiptpursuant to Section 7.6; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property or assets sold), less the portion of such cash proceeds which has been reinvested (or segregated for reinvestments pursuant to binding commitments) in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; and (iv) dispositions a disposition of accounts receivable pursuant to a Securitization or Factoring Program securitization transaction on the condition that details of such transaction are supplied promptly to the extent Agent; provided that if any such accounts receivable are not generated by a disposition of inventory subject to the Security made after Security, Norampac will furnish promptly to the occurrence Agent an update (giving effect to the transaction) of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable most recent Borrowing Base report delivered pursuant to Section 16.2 15.3 and provided further that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be from the date of the transaction and until otherwise agreed by the Majority Lenders, the aggregate of the amounts included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of Base pursuant to this clause paragraphs (ivb) will be excluded from the Security from the date of any such permitted disposition; and (vc) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value definition of Borrowing Base will not exceed 150% of the property so received in exchange is not less than that amount determined pursuant to paragraph (a) of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future.said definition; (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “"core business”"), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b13.4(b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Norampac's Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party Guarantor may merge or amalgamate with any other Credit Party Guarantor if not less than 20 days prior notice of the merger or amalgamation is given to the Agent and provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary Guarantor and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties;; and (iii) the Administrative Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent or the Lenders may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower.; (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a any sale of electricity in the ordinary course of business or any disposition of property with a market value which is obsolete, unusable or worn-out equipment or of less than $50,000,000equipment replaced in the ordinary course of business; (ii) a any disposition to another Credit Party among the Guarantors or in favour of the Borrower, provided that the conditions of paragraph (a) above are fulfilled in the case of a disposition of any material part of the assets of the transferor (to the extent applicable and adapted as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property or assets of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition;; and (iii) a disposition to any non-Credit Party other dispositions of property (other than a Facility (as defined in the Limited Partnership Agreement) where the book value of the property disposed, together with the book value of all property disposed pursuant to a Securitization or Factoring Program)this clause in the aggregate since the date of this Agreement does not exceed 10% of the Net Tangible Assets of the Borrower as at the end of the financial quarter of the Borrower in which the Transaction has occurred, provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;or (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future. (c) carry on any business, directly or indirectly, other than the businesses currently business to be carried on by them the Credit Parties as a result of the Transaction or similar businesses and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010thereto.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with a Borrower or any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging surviving or amalgamating amalgamated entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary another Credit Party and must execute executes and deliver delivers to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) if the Administrative surviving or amalgamated entity is a Credit Party other than a Borrower, such Credit Party must be a Designated Subsidiary, if any of the merging or amalgamating entities includes a Designated Subsidiary; (iv) the Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iiiii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (ivv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “"disposition”"), any property or assets (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property or assets with a market value of less than $50,000,00010,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition); (iii) a disposition to any non-Credit Party other Person (other than pursuant to a Securitization or Factoring Programsecuritization transaction), provided that the disposition is made for a consideration at least equal to the fair market value of the related propertyproperty or assets, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receiptFacility; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property or assets sold), less the portion of such cash proceeds which has been reinvested (or segregated for reinvestments pursuant to binding commitments) in Credit Parties within 360 days (or 720 days in the case of proceeds of disposition of all of the interest of Cascades in Norampac Inc.) from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; and (iv) dispositions a disposition of accounts receivable pursuant to a Securitization or Factoring Program securitization transaction on the condition that details of such transaction are supplied promptly to the extent Agent; provided that if any such accounts receivable are not generated by a disposition of inventory subject to the Security made after Security, Cascades will furnish promptly to the occurrence Agent an update (giving effect to the transaction) of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable most recent Borrowing Base report delivered pursuant to Section 16.2 15.2(e) and provided further that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be from the date of the transaction and until otherwise agreed by the Majority Lenders, the aggregate of the amounts included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of Base pursuant to this clause paragraphs (ivb) will be excluded from the Security from the date of any such permitted disposition; and (vc) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value definition of Borrowing Base will not exceed 150% of the property so received in exchange is not less than that amount determined pursuant to paragraph (a) of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the futuresaid definition. (c) carry on any business, directly or indirectly, other than the businesses business currently carried on by them it and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core businessthereto, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the whose combined total assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does do not at any time exceed represent more than 5% of Cascades’ ' Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010Assets may carry on other businesses.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party (other than the Borrower) may merge or amalgamate with any other Credit Party (other than the Borrower) and any Credit Party may merge or amalgamate with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) if the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary executes and must execute and deliver delivers to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were partiesparties (and in the case of any Security Document, that the related Security continue to be effective and perfected with respect to the assets of such successor entity); (iii) the Administrative surviving or amalgamated entity is solvent after the merger or amalgamation; and (iv) the Agent has been provided with reasonable advance notice of the merger or amalgamation and, prior to or concurrently with the merger or amalgamation amalgamation, with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iiiii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower.; (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “"disposition”"), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition):); (i) a disposition of property with a market value of less than $50,000,000;any Permitted Disposition; and (ii) any disposition by a disposition Credit Party (other than the Borrower) to another Credit Party Party, provided that the conditions of paragraph (a) above are fulfilled in the case of a disposition of any material part of the assets of the transferor (to the extent applicable and adapted as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property or assets of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition; (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future.or (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them the Credit Parties and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010thereto.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) the Administrative Agent has and the Term Facility Agent have been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent and the Term Facility Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent and the Term Facility Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility Facilities by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; notwithstanding the foregoing: (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f16.1(f) or Section 16.1 (g16.1(g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition;; and (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed disposed; notwithstanding the above, Cascades U.S. must, and that will cause the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. concerned to, at all times until the Term Facility Maturity Date, maintain ownership of the mxxxx described in Schedule D (or a shareholder thereof on May 13any similar assets reasonably acceptable to the Term Facility Agent, 2007, June 12, 2009 and August 3, 2010, as same may in which case Schedule D will be in good faith amended in the futureaccordingly). (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b13.4(b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party (other than the Borrower) may merge or amalgamate with any other Material Credit Party (other than the Borrower) and any Credit Party may merge or amalgamate with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) if the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary executes and must execute and deliver delivers to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were partiesparties (and in the case of any Security Document, that the related Security continue to be effective and perfected with respect to the assets of such successor entity); (iii) the Administrative surviving or amalgamated entity is solvent after the merger or amalgamation; and (iv) the Agent has been provided with reasonable advance notice of the merger or amalgamation and, prior to or concurrently with the merger or amalgamation amalgamation, with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iiiii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower.; (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition):); (i) a disposition of property with a market value of less than $50,000,000;any Permitted Disposition; and (ii) any disposition by a disposition to another Credit Party (other than the Borrower) to any Material Credit Party, provided that the conditions of paragraph (a) above are fulfilled in the case of a disposition of any material part of the assets of the transferor (to the extent applicable and adapted as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property or assets of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition; (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future.or (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them the Credit Parties and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010thereto.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) the Administrative Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; notwithstanding the foregoing: (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f16.1(f) or Section 16.1 (g16.1(g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition;; and (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future.disposed; (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b13.4(b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) the Administrative Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; notwithstanding the foregoing: (ivx) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition;[REDACTED] (vy) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and[REDACTED] (viz) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p[REDACTED].A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future. (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with a Borrower or any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary executes and must execute and deliver delivers to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) if the Administrative surviving or amalgamated entity is a Credit Party other than a Borrower, such Credit Party must be a Designated Subsidiary, if any of the merging or amalgamating entities includes a Designated Subsidiary; (iv) the Agent has been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i), (ii) and (iiiii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent may reasonably request; and (ivv) a seven-day prior notice is given to the Administrative Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,00015,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party other Person (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility by no later than the 360th day following their receiptFacilities on a pro rata basis; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested (or segregated for reinvestments pursuant to binding commitments) in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition;; and (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f16.1(f) or Section 16.1 (g)16.1(g) or after the date the outstanding Borrowings become indebtedness of the Borrowers hereunder becomes repayable pursuant to a notice given under Section 16.2 and provided that no account receivable subject to a Securitization or Factoring Program (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future. (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b13.4(b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010the date of this Agreement.

Limitations on Fundamental Changes. None of the Credit Parties will: (a) enter into any transaction of merger or amalgamation, or liquidate, wind up or dissolve itself, except that any Credit Party may merge or amalgamate with any other Credit Party provided that the following conditions are fulfilled: (i) no Default occurs as a result of the merger or amalgamation; (ii) if any of the merging or amalgamating entity is a Borrower or a Designated Subsidiary, the surviving or amalgamated entity must be a Borrower or a Designated Subsidiary and must execute and deliver to the applicable Agent all such documents as may be necessary or advisable to confirm that such entity is bound as successor of the merging or amalgamating entities by all Credit Documents to which such entities were parties; (iii) the Administrative Agent has and the Term Facility Agent have been provided prior to or concurrently with the merger or amalgamation with satisfactory evidence of compliance with the requirements of clauses (i) and (ii) including such financial information, certificates, documents and legal or other professional opinions as the Administrative Agent and the Term Facility Agent may reasonably request; and (iv) a seven-day prior notice is given to the Administrative Agent and the Term Facility Agent in the case of an amalgamation or merger involving a Borrower. (b) sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions to any Person (in each case, a “disposition”), any property (other than inventory sold in the ordinary course of business), except for the following dispositions (in each case, provided that no Default occurs as a result of the disposition): (i) a disposition of property with a market value of less than $50,000,000; (ii) a disposition to another Credit Party provided the conditions of paragraph paragraph (a) above are fulfilled (as if the disposition were a merger and the transferee were the surviving entity) and provided further that if the disposition relates to substantially all of the property of the transferor, the latter (if not a Borrower) may wind-up or dissolve itself after completion of such disposition; (iii) a disposition to any non-Credit Party (other than pursuant to a Securitization or Factoring Program), provided that the disposition is made for a consideration at least equal to the fair market value of the related property, at least 75% of the consideration is paid in cash or through assumption of liabilities and the available cash proceeds of the disposition are used to permanently reduce the Facility Facilities by no later than the 360th day following their receipt; for purposes of the foregoing, the available cash proceeds of a disposition are the cash proceeds of such disposition (net of related expenses and payments made to repay indebtedness secured by Liens on the property sold), less the portion of such cash proceeds which has been reinvested in Credit Parties within 360 days from the date of their receipt or allocated by Cascades to the funding of an investment made in Credit Parties within 180 days prior to the date of the disposition; (iv) dispositions of accounts receivable pursuant to a Securitization or Factoring Program to ; notwithstanding the extent such accounts receivable are not generated by a disposition of inventory subject to the Security made after the occurrence of an Event of Default specified in Section 16.1 (f) or Section 16.1 (g)) or after the date the outstanding Borrowings become repayable pursuant to Section 16.2 and provided that no account receivable subject (in whole or in part) to a Securitization or Factoring Program will be included in the Borrowing Base, it being understood however that accounts receivable permitted to be disposed of pursuant to this clause (iv) will be excluded from the Security from the date of any such permitted disposition; (v) a disposition of property to any non-Credit Party in exchange for other property to be used in the business of the Credit Parties, provided that the market value of the property so received in exchange is not less than that of the property so disposed and that the aggregate market value of all property so disposed since January 1st, 2011 does not exceed $25,000,000; and (vi) dispositions contemplated in the combination and put-call agreements between certain Credit Parties and Xxxx xx Xxxxxx S.p.A. or a shareholder thereof on May 13, 2007, June 12, 2009 and August 3, 2010, as same may be in good faith amended in the future. (c) carry on any business, directly or indirectly, other than the businesses currently carried on by them and activities ancillary or reasonably related thereto (the “core business”), or make any investment (other than investments referred to in clauses (ii) and (iii) of Section 13.4 (b)) in a non-Credit Party who is not in the same line of business as the core business, provided that businesses other than the core business may be carried on by Credit Parties and by non-Credit Parties in which investments are made to the extent that the aggregate of the combined assets of such Credit Parties and of the value of all such investments in such non-Credit Parties does not at any time exceed 5% of Cascades’ Net Tangible Assets, provided however that the foregoing limitation will not apply to the investments made by Cascades in Boralex Inc. prior to December 31, 2010.foregoing: