Common use of Merger and Sale of Assets Clause in Contracts

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Personcorporation) or (ii) any one or more Domestic Guarantors of Payment;, provided that either (a) the continuing or surviving corporation shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, or (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary which is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than a Credit Party) may merge with or sellGuarantor of Payment, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, which are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Stock as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors Pledgors, provided that either (A) the continuing or surviving Person shall be a Wholly- Owned Subsidiary that is a Pledgor, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries that are Pledgors shall own not less than the same percentage of Paymentthe outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (that are Pledgors) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Guarantor of Payment; Wholly-Owned Subsidiary that is a Pledgor, or (ciii) any Domestic Subsidiary (other than a Credit Party) may merge with or sellPledgor, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Guarantors Wholly-Owned Subsidiaries, that are Pledgor, shall own not less than the same percentage of Payment Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor are Pledgors) then own of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal other disposition; (c) any Company may engage in any such conduct in connection with an Acquisition permitted pursuant to US Section 5.13 hereof so long as the resulting Person is either Borrower or a Domestic Guarantor Pledgor; (d) any Company may (i) sell, lease or transfer inventory in the ordinary course of Paymentbusiness, or (ii) dispose of obsolete or no longer useful equipment or other assets of such Company in the ordinary course of business so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of dispositions by all Companies in does not exceed One Million Dollars ($1,000,000) during any fiscal year of US Borrower does not exceed an amount equal Borrower; or (e) in addition to five percent any assets permitted to be disposed of pursuant to subpart (5%d) above, Global Stone St. Clair, Inc. may sell all or substantially all of its assets or Global Stone Corporation may sell all of the rolling two-year average outstanding stock of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programsGlobal Stone St. Clair, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.Inc.

Merger and Sale of Assets. No Company shall The Borrowers will not, and will not permit any Restricted Subsidiary to, dissolve, merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets any Property to any PersonPerson or entity; provided that, except thatnotwithstanding any of the foregoing limitations, if no Default or Event of Default shall then exist or immediately thereafter shall will begin to exist, the Borrowers and the Restricted Subsidiaries may take the following actions: (a) any Domestic Subsidiary (i) the Company may merge or consolidate with US Borrower (any of its Subsidiaries provided that US the Company shall be the continuing or surviving corporation, (ii) the Canadian Borrower may merge or consolidate with any of its Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving Personcorporation, (iii) any Credit Party other than the Company or the Canadian Borrower may merge or consolidate with any other Credit Party other than the Company or the Canadian Borrower, (iv) any Consolidated Company which is not a Credit Party may be merged or consolidated with or into any Credit Party provided that such Credit Party shall be the continuing or surviving corporation, (v) any Consolidated Company which is not a Credit Party may be merged or consolidated with or into any other Consolidated Company which is not a Credit Party, (vi) any Subsidiary of the Company may merge with any Person that is not a Credit Party in connection with a sale of Property permitted under this Section 6.4, (vii) any Subsidiary of the Company (other than the Canadian Borrower) may be dissolved so long as the property and assets of such Subsidiary are transferred to a Credit Party prior to such dissolution and (viii) the Company or any one Subsidiary of the Company may merge with any Person other than a Consolidated Company in connection with a Permitted Acquisition; provided that, if such transaction involves the Company or more Domestic Guarantors of Paymentthe Canadian Borrower, the Company or the Canadian Borrower, as the case may be, shall be the continuing or surviving corporation; (b) any Domestic Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets Property to (i) US Borrower or a Borrower, (ii) any Domestic Guarantor or (iii) any Subsidiary of Paymentthe Company; provided that, with respect to transfers described in clause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; (c) any Domestic Subsidiary (other than a Credit Party) each Borrower may merge with or sell, lease, transfer or otherwise dispose of any of its assets Property to any other Domestic SubsidiarySubsidiary of the Company; provided that upon completion of a transaction described in this Section 6.4(c), there shall exist no Default or Event of Default and the Subsidiary to which the Borrower’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; (d) the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose (including via trade-in or exchange for Property having a fair market value that in the good faith judgment of the Company is equal to or greater than the Property that is traded in or exchanged) of any Foreign Subsidiary may merge Property in the ordinary course of business consisting of (i) inventory, (ii) obsolete or amalgamate with a Canadian Borrower worn out Property or (provided that such Canadian Borrower shall be iii) Property no longer used or useful in the continuing or surviving Person) or one or more Canadian Guarantors business of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person)Borrowers and their Restricted Subsidiaries; (e) any Foreign Subsidiary the Borrowers and the Restricted Subsidiaries may enter into leases, subleases, licenses or sublicenses of Property in the ordinary course of business and which do not materially interfere with the business of the Borrowers and its Restricted Subsidiaries; (f) the Borrowers and the Restricted Subsidiaries may transfer receivables for fair market value to one or more Permitted Securitization Subsidiaries so long as such transfer is made to consummate a Permitted Securitization Transaction; (g) the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of any of its assets to their Property for fair market value in a Canadian Borrower or a Canadian Guarantor of Paymenttransaction constituting an Investment permitted by Section 6.10; (fh) the Borrowers and the Restricted Subsidiaries may sell any Foreign Unrestricted Subsidiary other than a Credit Party for fair market value; and (i) in addition to amounts covered by subsections (a) through (h) above, the Borrowers and the Restricted Subsidiaries may merge or amalgamate with or sell, leaselease or transfer other Property for fair market value so long as the aggregate fair market value for all such transactions does not exceed U.S.$50,000,000; provided, however, and notwithstanding the foregoing provisions of this Section 6.4, (A) the Credit Parties shall not under any circumstances sell, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets the Demopolis IDB Bonds to any Person other than a Credit Party and (in addition B) with respect to any sale, lease or transfer of Property pursuant to subsection (i) above, at least 75% of the consideration received by the Borrowers and the Restricted Subsidiaries from such sale, leaselease or transfer shall be in the form of (1) cash, transfer or disposal to US (2) Cash Equivalents, (3) liabilities (other than Subordinated Debt), as shown on the most recent balance sheet of any Borrower or Restricted Subsidiary, that are assumed by the transferee of such Property pursuant to a Domestic Guarantor customary assignment and assumption agreement that releases such Borrower or Restricted Subsidiary from further liability and/or (4) securities, notes or other obligations received by any Borrower or Restricted Subsidiary from the transferee of Payment) so long as the aggregate amount such Property that are converted by such Borrower or Restricted Subsidiary into cash within 180 days of all receiving such assets soldsecurities, leased, transferred notes or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother obligations.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of PaymentPayment (other than any of the Newgen Companies prior to the Newgen Opt-In Date); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of PaymentPayment (other than any of the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date); (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic SubsidiarySubsidiary (other than any of the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date); (d) any Foreign Subsidiary may merge with another Foreign Subsidiary or amalgamate with a Canadian Borrower Credit Party (other than any of the Newgen Companies prior to the Newgen Opt-In Date), provided that such Canadian Borrower a Credit Party shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; Credit Party (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets the Newgen Companies in excess of the Newgen Permitted Amount prior to the Newgen Opt-In Date) or any other Foreign Subsidiary; (f) Borrower may sell its corporate headquarters located at 9000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (g) Borrower, any Company Domestic Subsidiary and any Foreign Subsidiary organized under the laws of Canada may sell, lease, transfer or otherwise dispose of any of its assets to any a Person that is not a Credit Party (in addition other than the accounts (and general intangibles relating thereto and proceeds thereof) pledged to Agent, for the benefit of the Lenders, pursuant to the Security Agreement) so long as, after giving pro forma effect to any such saleDisposition with net proceeds in excess of Fifteen Million Dollars ($15,000,000), the Companies are in pro forma compliance with the provisions of Section 5.7 hereof; (h) any Foreign Subsidiary (other than a Foreign Subsidiary organized under the laws of Canada) may sell, lease, transfer or disposal to US Borrower or a Domestic Guarantor otherwise dispose of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assetsassets; (hi) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (ij) any Company prior to the Newgen Opt-In Date, Borrower may enter into (or have existing on sell the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNewgen Companies.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, or (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than a Credit Party) may merge with or sellGuarantor of Payment, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of NAI-1519170929v11 Payment, provided that either (A) the continuing or surviving Person shall be a wholly-owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more wholly-owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more wholly-owned Subsidiaries (that are Guarantors of Payment;) owned of the merged Subsidiary immediately prior to such merger, or (b) Borrower or any Domestic Subsidiary may sell, lease, contribute, transfer or otherwise dispose of any of its assets to (i) US Borrower (in the case of sales, leases, contributions, transfers or other dispositions by any Subsidiary), (ii) any Domestic wholly-owned Subsidiary that is a Guarantor of Payment; , (ciii) any Domestic a Receivables Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing sales, leases, contributions, transfers or surviving Personother dispositions are limited to Receivables Related Assets) or (iv) any Guarantor of Payment, of which Borrower and/or one or more Canadian wholly-owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more wholly-owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, contribution, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No Company shall Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US (a) Borrower (provided that US Borrower shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Borrower may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Borrower, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.08 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to a Canadian clauses (a) through (d) above, Borrower or a Canadian Guarantor of Payment; any Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Borrower and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than a Borrower) may merge with (i) a US Borrower (provided that such US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment; (b) any US Borrower may merge with IHS (provided that IHS shall be the continuing or surviving Person); (c) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) a US Borrower or (ii) or, except for a US Borrower, any Domestic Guarantor of Payment; (cd) any Company may sell, lease, transfer or otherwise dispose of any of its assets to IHS; (e) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (df) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (Credit Party provided that such Canadian Borrower a Credit Party shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment Person and each Borrower shall be the a continuing or surviving Person); (eg) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of PaymentCredit Party; (fh) any Foreign Subsidiary (other than a Credit Party Party) may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (gi) any Company may sell, lease, transfer or otherwise dispose of any assets (including stock) (i) that are obsolete or no longer useful in such Company’s business, or (B) in connection with the shutting down or sale of its assets a particular line of business; provided that no Company shall, without the prior written consent of Agent and the Required Lenders, effect a Significant Asset Disposition (other than pursuant to any Person subsection (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Paymentk) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assetshereof); (hj) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and; (ik) any Company the Companies may enter into effect a Disposition of the assets listed on Schedule 5.12 hereto; (l) a Domestic Subsidiary (other than a US Borrower) may be liquidated and its assets distributed to a US Borrower or have existing on the Closing Datea Domestic Guarantor of Payment; or (m) asset securitization financing programs, up a Foreign Subsidiary (other than a Foreign Borrower) may be liquidated and its assets distributed to an aggregate amount, for all such programs a Foreign Borrower or a Foreign Guarantor of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodPayment.

Merger and Sale of Assets. No Company Company, without the prior written consent of Agent and the Required Banks, shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, that this Section 5.12 shall not prohibit transactions permitted under Section 5.11(v) and that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than Borrower) may merge with US (i) a Borrower (provided that US such Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), a Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Stock (or voting power of all outstanding Voting Stock) of the continuing or surviving Person as such Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or a Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than Guarantor of Payment, of which a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Stock (provided that such Canadian Guarantor or voting power of Payment shall be the continuing all outstanding Voting Stock) as a Borrower and/or one or surviving Person); more Wholly-Owned Subsidiaries (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assetsother disposition; (hc) Acquisitions any Company may be effected in accordance with the provisions of Section 5.13 hereofeffect a Permitted Disposition; and (id) any Company Canadian Borrower may enter into (merge with another Canadian Borrower or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodany UK Borrower may merge with another UK Borrower.

Merger and Sale of Assets. No Without the prior written consent of Agents and the Majority Banks, no Company shall merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary of Borrower may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Personcorporation), or (ii) one (1) or more Guarantors of Payment, provided that either (A) the continuing or surviving corporation shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this subclause (ii), Borrower and/or one or more Domestic Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment;) owned of the merged Subsidiary of Borrower immediately prior to such merger, or (b) any Domestic Subsidiary of Borrower may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary which is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than a Credit Party) may merge with or sellGuarantor of Payment, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, which are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Stock as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any Borrower making such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, corporation or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Personperson or entity, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Personcorporation) or (ii) any one (1) or more Guarantors of Payment, provided that either (A) the continuing or surviving corporation shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Domestic Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary which is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than a Credit Party) may merge with or sellGuarantor of Payment, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, which are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal other disposition; (c) any Company may engage in any such conduct in connection with an Acquisition permitted pursuant to US Borrower or a Domestic Guarantor of Payment) Section 5.13 hereof so long as the aggregate amount resulting Person is either Borrower or a Guarantor of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total AssetsPayment; (hd) Acquisitions the Companies may be effected make timber sales in accordance the ordinary course of business consistent with past practice, and may dispose of assets in connection with corporate restructuring associated with the provisions of Section 5.13 hereofSonoco Acquisition; andor (ie) in addition to the sale of assets permitted pursuant to items (b), (c) and (d) hereof, the Companies may sell any Company may enter into (or have existing on other assets so long as all such sales of assets do not exceed the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs Companies during any fiscal year, of all Companies (including existing asset securitization programs), not to exceed Fifty Twenty Five Million Dollars ($50,000,000) during the Commitment Period25,000,000).

Merger and Sale of Assets. No Company Company, without the prior written consent of Agent and the Required Banks, shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, that this Section 5.12 shall not prohibit transactions permitted under Section 5.11(v) and that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than a Borrower) may merge with US (i) a Borrower (provided that US such Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), a Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Stock (or voting power of all outstanding Voting Stock) of the continuing or surviving Person as such Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or a Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment; , or (ciii) any Domestic Subsidiary (other than Guarantor of Payment, of which a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Stock (provided that such Canadian Guarantor or voting power of Payment shall be the continuing all outstanding Voting Stock) as a Borrower and/or one or surviving Person); more Wholly-Owned Subsidiaries (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assetsother disposition; (hc) Acquisitions any Company may be effected in accordance with the provisions of Section 5.13 hereofeffect a Permitted Disposition; and (id) any Company Canadian Borrower may enter into (merge with another Canadian Borrower or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodany UK Borrower may merge with another UK Borrower.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US Borrower (i) ASI (provided that US Borrower ASI shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that shall be a Domestic Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), ASI and/or one or more Wholly-Owned Subsidiaries, that shall be Domestic Guarantors of Payment, shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as ASI and/or one or more Wholly-Owned Subsidiaries (that shall be Domestic Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower ASI, or (ii) any Domestic Guarantor of Payment of which ASI and/or one or more Wholly-Owned Subsidiaries, that shall be Domestic Guarantors of Payment, shall own not less than the same percentage of Voting Power as ASI and/or one or more Wholly-Owned Subsidiaries (that shall be Domestic Guarantors of Payment) then own of the Subsidiary making such sale, lease, transfer or other disposition; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge with (i) ASI or amalgamate with a Canadian any Foreign Borrower (provided that such Canadian ASI or a Foreign Borrower shall be the continuing or surviving Person), (ii) or any one or more Canadian Domestic Guarantors of Payment Payment, or (iii) any one or more Foreign Guarantors of Payment, provided that such Canadian Guarantor of Payment shall be either (A) the continuing or surviving PersonPerson shall be a Wholly-Owned Subsidiary that shall be a Guarantor of Payment, or (B) after giving effect to any merger pursuant to subparts (ii) or (iii), ASI, any Foreign Borrower and/or one or more Wholly-Owned Subsidiaries, that shall be Guarantors of Payment, shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as ASI, the Foreign Borrowers and/or one or more Wholly-Owned Subsidiaries (that shall be Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (ed) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower (i) ASI or a Canadian Foreign Borrower, or (ii) any Guarantor of Payment, of which ASI and/or one or more Wholly-Owned Subsidiaries, that shall be Guarantors of Payment, shall own not less than the same percentage of Voting Power as ASI and/or one or more Wholly-Owned Subsidiaries (that shall be Guarantors of Payment) then own of the Subsidiary making such sale, lease, transfer or other disposition; (fe) any Foreign Subsidiary (other than a Credit Party Foreign Borrower or Foreign Guarantor of Payment) may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (f) Borrower may liquidate or dissolve any Company that shall not be a Borrower or Guarantor of Payment; or (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (that are obsolete or no longer useful in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodCompany's business.

Merger and Sale of Assets. No The Company shall covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (ai) any Domestic Subsidiary may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Partythe Receivables Subsidiary) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (da) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower the Company (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (eii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any the Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any such sale, lease, transfer or disposal other disposition permitted pursuant to US Borrower subparts (i) and (ii) above, the Company and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (iv) any merger or a Domestic Guarantor consolidation that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and (v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of Payment) any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all Companies of its Subsidiaries in any fiscal year of US Borrower the Company does not exceed an amount equal to five ten percent (510.0%) of Consolidated Total Assets as of the rolling two-end of the immediately preceding fiscal year; provided, however, that if Section 5.07(e) of the Primary Credit Facility has been amended to permit the Company or any Subsidiary (other than the Receivables Subsidiary) to sell, lease, transfer or otherwise dispose of an aggregate amount of assets in any fiscal year average of the Company of at least fifteen percent (15.0%) of Consolidated Total Assets; Assets as of the end of the immediately preceding fiscal year, then the foregoing reference to ten percent (h10.0%) Acquisitions may shall automatically be effected in accordance with deemed increased to fifteen percent (15.0%). Notwithstanding the foregoing provisions of Section 5.13 hereofthis paragraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such sale, lease, transfer or disposition are, within 365 days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount, LIBOR Breakage Amount and Prepayment Premium) together with interest accrued to the date of prepayment; and (i) provided that if any Company may enter into (or holder of the Notes declines such offer, the proceeds that would have existing on been paid to such holder shall be offered pro rata to the Closing Date) asset securitization financing programs, up other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an aggregate amountoffer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for all purposes of this paragraph. Any prepayments of principal made pursuant to such programs offers shall be applied to scheduled payments of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodprincipal in inverse order of maturity.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or any assets (including pursuant to a substantial part of its assets statutory division) to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) US Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of PaymentPayment (provided that a Domestic Guarantor of Payment shall be the continuing or surviving Person); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (i) US Borrower, provided that such Canadian US Borrower shall be the continuing or surviving Person, (ii) or any one or more Canadian Domestic Guarantors of Payment (Payment, provided that such Canadian a Domestic Guarantor of Payment shall be the continuing or surviving Person), and (iii) any other Foreign Subsidiary, provided that, if such merger or amalgamation includes a Credit Party, a Credit Party shall be the continuing or surviving Person or the surviving Person shall become a Credit Party and assume the obligations of the Credit Party; (e) any Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a Canadian Borrower or a Canadian Guarantor of Paymentstatutory division) that are not equity interests in Credit Parties; (f) any the Companies may sell all of the equity interests in a Foreign Subsidiary other than Borrower or Foreign Guarantor of Payment, or dissolve or liquidate a Credit Party Foreign Borrower or Foreign Guarantor of Payment, so long as (i) all Loans made to or for the benefit of such Foreign Borrower or Foreign Guarantor of Payment, and proceeds received by such Foreign Borrower or Foreign Guarantor of Payment from Loans, are repaid in full prior to the effectiveness of such sale, dissolution or liquidation, and (ii) upon the effectiveness of such sale, dissolution or liquidation, such Foreign Borrower or Foreign Guarantor of Payment ceases to be a Foreign Borrower or Foreign Guarantor of Payment, as applicable, under this Agreement pursuant to documentation satisfactory to Agent; (g) Borrower may merge or amalgamate with or sell its corporate headquarters located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (h) a Company may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete or no longer useful in such Company’s business; (gi) any Company may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to any Person other Company, so long as such disposition is for fair market value, as determined in good faith by US Borrower; (in addition to j) any such saleCompany may sell, lease, transfer or disposal otherwise dispose of any assets to US Borrower or any Person that is not a Domestic Guarantor of Payment) Company, so long as (i) such disposition is on an arm’s length basis and is for fair market value, as determined in good faith by US Borrower; and (ii) the Companies are in compliance (and in pro forma compliance after giving effect to such disposition) with the provisions of Section 5.7 hereof; provided that the aggregate amount of all such assets solddispositions pursuant to this Section 5.12(j), leasedfor all of the Companies, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does doesshall not exceed an amount equal to five ten percent (510%) of the rolling two-year average of Consolidated Total Assets;Assets during the Commitment Period without the prior written consent of Agent; and (hk) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof.; and (il) any Company may enter into sell accounts receivable prior to their stated due dates in connection with a Permitted Factoring Transaction or an accounts receivable facility permitted pursuant to Section 5.8(g). For the avoidance of doubt, none of (x) the sale of any Permitted Convertible Indebtedness by the US Borrower, (y) the sale of any Permitted Warrant Transaction by the US Borrower nor (z) the performance by the US Borrower of its obligations under any Permitted Convertible Indebtedness or have existing on the Closing Date) asset securitization financing programsany Permitted Warrant Transaction, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodshall constitute a disposition under this Section 5.12.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary which is a Guarantor of Payment; , or (ciii) any Domestic Guarantor of Payment, of which Borrower and/or one or more Wholly-Owned Subsidiaries, which are Guarantors of Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) then own of the Subsidiary (other than a Credit Party) may merge with or sellmaking such sale, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiarydisposition; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (gc) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in during any fiscal year of US Borrower twelve (12) month period does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Forty Million Dollars ($50,000,00040,000,000); or (d) during the Commitment Periodany Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary.

Merger and Sale of Assets. No Company shall Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US (a) Borrower (provided that US Borrower shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Borrower may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Borrower, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) Borrower may consummate the Avalon Acquisition and any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.10 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to a Canadian clauses (a) through (d) above, Borrower or a Canadian Guarantor of Payment; any Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Borrower and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;, provided that either (A) the continuing or surviving Person shall be a wholly-owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more wholly-owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more wholly-owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, or (b) Borrower or any Domestic Subsidiary may sell, lease, contribute, transfer or otherwise dispose of any of its assets to (i) US Borrower (in the case of sales, leases, contributions, transfers or other dispositions by any Subsidiary), (ii) any Domestic wholly-owned Subsidiary that is a Guarantor of Payment; , (ciii) any Domestic a Receivables Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing sales, leases, contributions, transfers or surviving Personother dispositions are limited to Receivables Related Assets) or (iv) any Guarantor of Payment, of which Borrower and/or one or more Canadian wholly-owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more wholly-owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, contribution, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) US Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of PaymentPayment (provided that a Domestic Guarantor of Payment shall be the continuing or surviving Person); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (i) US Borrower, provided that such Canadian US Borrower shall be the continuing or surviving Person, (ii) or any one or more Canadian Domestic Guarantors of Payment (Payment, provided that such Canadian a Domestic Guarantor of Payment shall be the continuing or surviving Person), and (iii) any other Foreign Subsidiary, provided that, if such merger or amalgamation includes a Credit Party, a Credit Party shall be the continuing or surviving Person or the surviving Person shall become a Credit Party and assume the obligations of the Credit Party; (e) any Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Paymentthat are not equity interests in Credit Parties; (f) any the Companies may sell all of the equity interests in a Foreign Subsidiary other than Borrower or Foreign Guarantor of Payment, or dissolve or liquidate a Credit Party Foreign Borrower or Foreign Guarantor of Payment, so long as (i) all Loans made to or for the benefit of such Foreign Borrower or Foreign Guarantor, and proceeds received by such Foreign Borrower or Foreign Guarantor of Payment from Loans, are repaid in full prior to the effectiveness of such sale, dissolution or liquidation, and (ii) upon the effectiveness of such sale, dissolution or liquidation, such Foreign Borrower or Foreign Guarantor of Payment ceases to be a Foreign Borrower or Foreign Guarantor of Payment, as applicable, under this Agreement pursuant to documentation satisfactory to Agent; (g) Borrower may merge or amalgamate with or sell its corporate headquarters located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (h) a Company may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete or no longer useful in such Company’s business; (gi) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person other Company, so long as such disposition is for fair market value, (as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000))as determined in addition to good faith by US Borrower; (j) any such saleCompany may sell, lease, transfer or disposal otherwise dispose of any assets to US Borrower or any Person that is not a Domestic Guarantor of Payment) Company, so long as (i) such disposition is on an arm’s length basis and is for fair market value, (as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000))as determined in good faith by US Borrower; and (ii) the aggregate amount of all such assets solddispositions pursuant to this Section 5.12(j), leasedfor all of the Companies, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five ten percent (510%) of the rolling two-year average of Consolidated Total Assets;Assets during the Commitment Period; and (hk) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and. (il) any Company US Borrower may enter into (dissolve or have existing on liquidate the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNewgen Companies.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (i) Nordson (provided that US Borrower Nordson shall be the continuing or surviving Person) , or (ii) any one or more Domestic Guarantors of PaymentSubsidiaries (other than the Receivables Subsidiary); (b) any Domestic Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower Nordson, or (ii) any one or more Domestic Guarantor of PaymentSubsidiaries (other than the Receivables Subsidiary); (c) in addition to any Domestic merger permitted pursuant to subpart (a) above, any Foreign Subsidiary (other than a Credit Party) may merge with any one or sellmore Foreign Subsidiaries; (d) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Domestic Subsidiary; subpart (db) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower any one or a Canadian Guarantor of Paymentmore Foreign Subsidiaries; (e) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (a) through (d) above, any Company may sell accounts receivables to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (f) any Foreign Subsidiary other than a Credit Party may merge merger or amalgamate with or sellconsolidation that constitutes an Acquisition permitted pursuant to Section 5.12 hereof; and (g) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Foreign Subsidiary; subparts (ga) through (e) above, any Company (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five and one-half percent (55.50%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any fiscal year of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNordson.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, corporation or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Personperson or entity, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Personcorporation), (ii) any other Wholly-Owned Subsidiary (other than a Guarantor of Payment), or (iii) any one or more Domestic Guarantors of Payment;, provided that with respect to this subsection (iii) either (A) the continuing or surviving corporation shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (iii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Stock of the continuing or surviving corporation as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Guarantor of Payment; (c) any Domestic other Wholly-Owned Subsidiary (other than a Credit Party) may merge with or sellGuarantor of Payment), lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (diii) any Foreign Wholly-Owned Subsidiary may merge which is a Guarantor of Payment, or amalgamate with a Canadian (iv) any Guarantor of Payment, of which Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or and/or one or more Canadian Wholly-Owned Subsidiaries, which are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Stock as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor which are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, transfer or disposal to US other disposition, or (c) Borrower may sell, transfer or a Domestic Guarantor of Payment) so long as the aggregate amount otherwise dispose of all such assets soldor part of its Receivables to any Subsidiary, leasedand any Subsidiary may sell, transferred transfer or otherwise disposed dispose of by all Companies Receivables to any Person, whether such sale is with or without recourse, if the obligations of such Subsidiary to the purchaser thereof in any fiscal year respect of US Borrower does such sale, transfer or disposition are Receivables Obligations (as that term is defined in the definition of Indebtedness) of that Subsidiary, but only to the extent those Receivables Obligations do not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodReceivables Obligations Cap.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) US Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (i) US Borrower, provided that such Canadian US Borrower shall be the continuing or surviving Person, (ii) or any one or more Canadian Domestic Guarantors of Payment (Payment, provided that such Canadian a Domestic Guarantor of Payment shall be the continuing or surviving Person), and (iii) any other Foreign Subsidiary, provided that, if such merger or amalgamation includes a Credit Party, a Credit Party shall be the continuing or surviving Person or the surviving Person shall become a Credit Party and assume the obligations of the Credit Party; (e) any Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Paymentthat are not equity interests in Credit Parties; (f) any the Companies may sell all of the equity interests in a Foreign Subsidiary other than Borrower or Foreign Guarantor of Payment, or dissolve or liquidate a Credit Party Foreign Borrower or Foreign Guarantor of Payment, so long as (i) all Loans made to or for the benefit of such Foreign Borrower or Foreign Guarantor, and proceeds received by such Foreign Borrower or Foreign Guarantor of Payment from Loans, are repaid in full prior to the effectiveness of such sale, dissolution or liquidation, and (ii) upon the effectiveness of such sale, dissolution or liquidation, such Foreign Borrower or Foreign Guarantor of Payment ceases to be a Foreign Borrower or Foreign Guarantor of Payment, as applicable, under this Agreement pursuant to documentation satisfactory to Agent; (g) Borrower may merge or amalgamate with or sell its corporate headquarters located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (h) a Company may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete or no longer useful in such Company’s business; (gi) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person other Company, so long as such disposition is for fair market value (in addition to as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000)); (j) any such saleCompany may sell, lease, transfer or disposal otherwise dispose of any assets to US Borrower or any Person that is not a Domestic Guarantor of Payment) Company, so long as (i) such disposition is on an arm’s length basis and is for fair market value (as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000)); and (ii) the aggregate amount of all such assets solddispositions pursuant to this Section 5.12(j), leasedfor all of the Companies, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five ten percent (510%) of the rolling two-year average of Consolidated Total AssetsAssets during the Commitment Period; (hk) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (il) any Company US Borrower may enter into (dissolve or have existing on liquidate the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNewgen Companies.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person), (ii) or any one or more Domestic Guarantors of Payment, or (iii) any other Subsidiary; provided that either (A) the continuing or surviving Person shall be a Subsidiary (other than an Excluded Subsidiary) that shall be a Guarantor of Payment, or (B) after giving effect to any merger pursuant to sub-clause (ii) or (iii) above, Borrower and/or one or more Subsidiaries (other than Excluded Subsidiaries) that shall be Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Subsidiaries (that shall be Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment, or (iii) any Excluded Subsidiary, so long as such Excluded Subsidiary becomes a Guarantor of Payment if required pursuant to Section 5.19 hereof; (c) any Domestic Subsidiary (other than a Credit Party) Company may merge with or sell, lease, transfer or otherwise dispose of any assets (including capital stock) (i) that are obsolete, or (ii) no longer useful in such Company's business, provided that Borrower shall not, without the prior written consent of its assets to any other Domestic SubsidiaryAgent and the Required Lenders, effect a Significant Asset Disposition; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets (including capital stock) to a Canadian Borrower or a Canadian Guarantor of Paymentany Company; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (ge) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (including capital stock) described in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereofConfidential Memorandum; and (if) any Company may enter into sell, transfer or otherwise dispose of fixed assets in the ordinary course of business for the purpose of replacing such fixed assets, provided that any such fixed assets are replaced within one hundred eighty (180) days of such sale or other disposition with other fixed assets which have existing on a fair market value not materially less than the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs fair market value of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodfixed assets sold or otherwise disposed.

Merger and Sale of Assets. No Company shall merge The Borrowers will not, and will not permit any Restricted Subsidiary to, dissolve, wind-up, merge, amalgamate or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets any Property to any Person, except Person or entity; provided that, notwithstanding any of the foregoing limitations, the Borrowers and the Restricted Subsidiaries may take the following actions: (a) (i) if no Default or Event of Default shall then exist or immediately thereafter shall begin to will exist: (a) , the Company may merge, amalgamate or consolidate with any Domestic Subsidiary may merge with US Borrower (of its Subsidiaries provided that US the Company shall be the continuing or surviving corporation, (ii) if no Event of Default shall then exist or immediately thereafter will exist, the Canadian Borrower may merge, amalgamate or consolidate with any of its Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving Personcorporation, (iii) any Credit Party other than the Company or the Canadian Borrower may merge, amalgamate or consolidate with any other Credit Party other than the Company or the Canadian Borrower, (iv) any Consolidated Company which is not a Credit Party may be merged, amalgamated or consolidated with or into any Credit Party provided that such Credit Party shall be the continuing or surviving corporation, (v) any Consolidated Company which is not a Credit Party may be merged, amalgamated or consolidated with or into any other Consolidated Company which is not a Credit Party, (vi) any Subsidiary of the Company may merge or amalgamate with any Person that is not a Credit Party in connection with a sale of Property permitted under this Section 6.4, (vii) any Subsidiary of the Company (other than the Canadian Borrower) may be dissolved so long as the property and assets of such Subsidiary are transferred to a Credit Party (if prior to such dissolution or wind-up such Subsidiary is a Credit Party) or otherwise to any one other Consolidated Company, and (viii) the Company or more Domestic Guarantors any Subsidiary of Paymentthe Company may merge or amalgamate with any Person other than a Consolidated Company in connection with a Permitted Acquisition; provided that, if such transaction involves the Company or the Canadian Borrower, the Company or the Canadian Borrower, as the case may be, shall be the continuing or surviving corporation; (b) any Domestic Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets Property to (i) US Borrower or a Borrower, (ii) any Domestic Guarantor or (iii) any Subsidiary of Paymentthe Company; provided that, with respect to transfers described in clause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) each Borrower may sell, lease, transfer or otherwise dispose of its Property to any Domestic Subsidiary of the Company; provided that upon completion of a transaction described in this Section 6.4(c), there shall exist no Default or Event of Default and the Subsidiary to which the Borrower’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; (other d) the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose (including via trade-in or exchange for Property having a fair market value that in the good faith judgment of the Company is equal to or greater than the Property that is traded in or exchanged) of any Property in the ordinary course of business consisting of (i) inventory, (ii) obsolete or worn out Property or (iii) Property no longer used or useful in the business of the Borrowers and their Restricted Subsidiaries; (e) the Borrowers and the Restricted Subsidiaries may enter into leases, subleases, licenses or sublicenses of Property in the ordinary course of business and which do not materially interfere with the business of the Borrowers and the Restricted Subsidiaries; (f) the Borrowers and the Restricted Subsidiaries may transfer (i) Securitization Assets for reasonably equivalent value to one or more Subsidiaries, Permitted Securitization Subsidiaries or Permitted Securitization Entities so long as such transfer is made to consummate a Credit PartyPermitted Securitization Transaction and (ii) accounts receivables and related rights and proceeds pursuant to the terms of the Receivables Finance Facility; (g) the Borrowers and the Restricted Subsidiaries may merge with or (i) sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; their Property for fair market value in a transaction constituting an Investment permitted by Section 6.10, (dii) any Foreign Subsidiary may merge dividend, distribute, redeem or amalgamate with otherwise make payments in a Canadian Borrower transaction constituting a Restricted Payment permitted by Section 6.13 and (provided that such Canadian Borrower shall be the continuing or surviving Personiii) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to their Property for fair market value in a Canadian Borrower or transaction constituting a Canadian Guarantor of PaymentSale Leaseback permitted by Section 6.19; (fh) the Borrowers and the Restricted Subsidiaries may sell any Foreign Unrestricted Subsidiary other than a Credit Party for fair market value; and (i) in addition to amounts covered by subsections (a) through (h) above, the Borrowers and the Restricted Subsidiaries may merge or amalgamate with or sell, leaselease or transfer other Property for fair market value so long as (i) at the time of such sale, lease or transfer and immediately thereafter, there shall exist no Default or Event of Default and (ii) the aggregate fair market value (as determined in good faith by the Company) for all such transactions does not exceed five percent (5.0%) of Consolidated Net Tangible Assets determined as of the most recent fiscal period end for which financial statements are required to be delivered hereunder; provided, however, and notwithstanding the foregoing provisions of this Section 6.4, (A) the Credit Parties shall not under any circumstances sell, transfer or otherwise dispose of the Demopolis IDB Bonds to any Person other than a Credit Party and (B) with respect to any sale, lease or transfer of Property pursuant to subsection (i) above, at least 75% of the consideration received by the Borrowers and the Restricted Subsidiaries from such sale, lease or transfer shall be in the form of (1) cash, (2) Cash Equivalents, (3) liabilities (other than Subordinated Debt), as shown on the most recent balance sheet of any Borrower or Restricted Subsidiary, that are assumed by the transferee of such Property pursuant to a customary assignment and assumption agreement that releases such Borrower or Restricted Subsidiary from further liability, (4) securities, notes or other obligations received by any Borrower or Restricted Subsidiary from the transferee of such Property that are converted by such Borrower or Restricted Subsidiary into cash within 180 days of receiving such securities, notes or other obligations, and/or (5) any Designated Noncash Consideration received by the Company or any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (Restricted Subsidiaries in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to Asset Disposition having an aggregate amountfair value, for taken together with all such programs of all Companies (including existing asset securitization programs)other Designated Noncash Consideration received pursuant to this clause, not to exceed Fifty Million Dollars an aggregate amount at any time outstanding of U.S.$50,000,000 ($50,000,000) during with the Commitment Periodfair value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any Guarantor of Payment, provided that either (A) the continuing or surviving Person shall be a Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger or consolidation pursuant to this sub-clause (ii), Borrower and/or one or more Domestic Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Subsidiary that is a Guarantor of Payment, or (iii) any Guarantor of Payment, of which Borrower and/or one or more Subsidiaries, which are Guarantors of Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Subsidiaries (which are Guarantors of Payment) then own of the Subsidiary making such sale, lease, transfer or other disposition; (c) any Domestic Subsidiary (other than a Credit Party) Canadian Borrower may merge or consolidate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiaryanother Canadian Borrower; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a another Canadian Borrower; (e) any Company may engage in any such conduct in connection with an Acquisition permitted pursuant to Section 5.13 hereof so long as the resulting Person is either Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Twenty Million Dollars ($50,000,00020,000,000) during for the Commitment Periodperiod from the Closing Date until the termination of this Agreement; or (g) any Foreign Subsidiary (other than a Canadian Borrower) may merge or consolidate with any Foreign Subsidiary.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) , or (ii) any one or more Domestic Guarantors of PaymentSubsidiaries (other than the Receivables Subsidiary); (b) any Domestic Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower Borrower, or (ii) any one or more Domestic Guarantor of PaymentSubsidiaries (other than the Receivables Subsidiary); (c) in addition to any Domestic merger permitted pursuant to subpart (a) above, any Foreign Subsidiary (other than a Credit Party) may merge with any one or sellmore Foreign Subsidiaries; (d) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Domestic Subsidiary; subpart (db) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower any one or a Canadian Guarantor of Paymentmore Foreign Subsidiaries; (e) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (a) through (d) above, any Company may sell accounts receivables to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (f) any Foreign Subsidiary other than a Credit Party may merge merger or amalgamate with or sellconsolidation that constitutes an Acquisition permitted pursuant to Section 5.13 hereof; and (g) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Foreign Subsidiary; subparts (ga) through (e) above, any Company (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in does not exceed the greater of (a) Twenty Five Million Dollars ($25,000,000), or (b) an amount equal to three and one-quarter percent (3.25%) of Consolidated Total Assets during any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;, provided that either (A) the continuing or surviving Person shall be a wholly-owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more wholly-owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more wholly-owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, or (b) Borrower or any Domestic Subsidiary may sell, lease, contribute, transfer or otherwise dispose of any of its assets to (i) US Borrower (in the case of sales, leases, contributions, transfers or other dispositions by any Subsidiary), (ii) any Domestic wholly-owned Subsidiary that is a NAI-1502980324v12 Guarantor of Payment; , (ciii) any Domestic a Receivables Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing sales, leases, contributions, transfers or surviving Personother dispositions are limited to Receivables Related Assets) or (iv) any Guarantor of Payment, of which Borrower and/or one or more Canadian wholly-owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more wholly-owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, contribution, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No The Company shall covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (ai) any Domestic Subsidiary may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Partythe Receivables Subsidiary) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (da) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower the Company (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (eii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any the Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any such sale, lease, transfer or disposal other disposition permitted pursuant to US Borrower subparts (i) and (ii) above, the Company and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (iv) any merger or a Domestic Guarantor consolidation that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and (v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of Payment) any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all Companies of its Subsidiaries in any fiscal year of US Borrower does not exceed an amount equal to five ten percent (510.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with Assets as of the end of the immediately preceding fiscal year Notwithstanding the foregoing provisions of Section 5.13 hereofthis paragraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such Disposition are, within three hundred and sixty five (365) days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount) together with interest accrued to the date of prepayment; and provided that if any holder of the Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than ten (i10) any Company may enter into (or have existing on Business Days prior to the Closing Date) asset securitization financing programs, up proposed prepayment date to an aggregate amountoffer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for all purposes of this paragraph 6D. Any prepayments of principal made pursuant to such programs offers shall be applied to scheduled payments of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodprincipal in inverse order of maturity.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or any assets (including the capital stock of a substantial part of its assets Subsidiary) to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary Company may merge (or amalgamate) with US Borrower (any other Person, provided that if such Company is US Borrower Borrower, such Company shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) Canadian Borrower may amalgamate with any Domestic other Person, provided that the amalgamated corporation resulting from such amalgamation shall deliver a written confirmation to Agent confirming that it is subject to all of the obligations of Canadian Borrower hereunder and such other documentation as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent and the Lenders; (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US a Borrower or (ii) any Domestic Guarantor of PaymentWholly-Owned Subsidiary; (cd) any Domestic Subsidiary (other than a Credit Party) Borrower may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Wholly-Owned Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary Company may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower any other Company so long as such sale, lease or a Canadian Guarantor of Paymenttransfer is for fair market value; (f) any Foreign Subsidiary other than a Credit Party Company may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete, worn-out or no longer used or useful in such Company's business; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as (in addition i) such disposition is for fair market value (as determined by such Company); and (ii) the aggregate amount of all such dispositions pursuant to any this subsection (g) for all of the Companies does not exceed, for the most recently completed four fiscal quarters of US Borrower, an amount equal to fifteen percent (15%) of Consolidated Total Assets for the most recently completed fiscal year of US Borrower; provided, however, that if the proceeds hereof are intended to be used to effect a Debt Prepayment Application or a Property Reinvestment Application within three hundred sixty-five (365) days, then such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor other disposition shall be excluded for the purposes of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets;determining compliance with this Section 5.12(g); or (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.

Merger and Sale of Assets. No The Company shall covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (ai) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (a) the Company (provided that US Borrower the Company shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of PaymentSubsidiaries (other than the Receivables Subsidiary); (bii) any Domestic Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower the Company, or (iib) any one or more Domestic Guarantor of PaymentSubsidiaries (other than the Receivables Subsidiary); (ciii) in addition to any Domestic merger permitted pursuant to subpart (i) above, any Foreign Subsidiary (other than a Credit Party) may merge with any one or sellmore Foreign Subsidiaries; (iv) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Domestic Subsidiary; subpart (dii) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower any one or a Canadian Guarantor of Paymentmore Foreign Subsidiaries; (fv) in addition to any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to subparts (i) through (iv) above, any of its assets Company may sell accounts receivables to any other Foreign Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (gvi) any merger or consolidation that constitutes an Acquisition permitted pursuant to paragraph 6F hereof; and (vii) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) through (v) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five and one-half percent (55.50%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with Assets during any fiscal year of the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodCompany.

Merger and Sale of Assets. No Company shall Each Issuer covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer transfer, divide or otherwise dispose of all or a substantial part any assets (including by means of its assets statutory division) to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (ai) any Domestic Subsidiary may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Partythe Receivables Subsidiary) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (da) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower the Company (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (eii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any the Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any such sale, lease, transfer or disposal other disposition permitted pursuant to US Borrower subparts (i) and (ii) above, the Company and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (iv) any merger or consolidation that constitutes an Acquisition consummated by the Company or any Subsidiary (other than the Receivables Subsidiary); provided that (i) if such Acquisition is a Domestic Guarantor merger or consolidation with the Company, the Company shall be the surviving entity and if such Acquisition is a merger or consolidation with a Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (ii) the Board of PaymentDirectors (or equivalent governing body) of the Person acquired shall have approved such Acquisition; and (iii) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; and (a) in addition to any sale, lease, transfer, statutory division or other disposition permitted pursuant to clauses (a) through (d) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to any Person so long as the aggregate amount of all such assets sold, leased, transferred transferred, divided or otherwise disposed of by the Company and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with Assets during any two consecutive fiscal years of the Company. Notwithstanding the foregoing provisions of Section 5.13 hereofthis paragraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such sale, lease, transfer or disposition are, within 365 days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or any Subsidiary or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Issuers or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of the foregoing sentence, the Issuers shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount, LIBOR Breakage Amount and Prepayment Premium) together with interest accrued to the date of prepayment and the Swap Breakage Amount, if any; and (i) provided that if any Company may enter into (or holder of the Notes declines such offer, the proceeds that would have existing on been paid to such holder shall be offered pro rata to the Closing Date) asset securitization financing programs, up other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an aggregate amountoffer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for all purposes of this paragraph. Any prepayments of principal made pursuant to such programs offers shall be applied to scheduled payments of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodprincipal in inverse order of maturity.

Merger and Sale of Assets. No Company shall Each Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part any assets (including by means of its assets an LLC Division) to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US any Borrower (provided that US such Borrower shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); provided that if Nordson GmbH is a party to such merger, Nordson GmbH shall be the continuing or any one or more Domestic Guarantors of Paymentsurviving Person; (b) any Domestic Subsidiary each Borrower may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Partythe Receivables Subsidiary) may merge with or sell, lease, transfer or otherwise dispose of and any of its assets to any Subsidiary (other Domestic than the Receivables Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to a Canadian Borrower (i) any Borrower, or a Canadian Guarantor of Payment(ii) any Subsidiary (other than the Receivables Subsidiary); (fc) in addition to any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sellsale, lease, transfer transfer, statutory division or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, each Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Foreign Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (gd) any Company merger or consolidation that constitutes an Acquisition consummated by any Borrower or any Subsidiary (other than the Receivables Subsidiary); provided that (i) if such Acquisition is a merger or consolidation with a Borrower, such Borrower shall be the surviving entity and if such Acquisition is a merger or consolidation with a Subsidiary, then the surviving entity shall be a Subsidiary on the consummation thereof; (ii) the Board of Directors (or equivalent governing body) of the Person acquired shall have approved such Acquisition; and (iii) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist; and (e) in addition to any sale, lease, transfer, statutory division or other disposition permitted pursuant to clauses (a) through (d) above, each Borrower or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets (including by means of statutory division) to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred transferred, divided or otherwise disposed of by Borrowers and all Companies in any fiscal year of US Borrower their Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNordson Corporation.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, Person or (except as specifically permitted pursuant to Section 5.18 hereof) sell, lease or transfer or otherwise dispose of all or a substantial part of its assets to any Person, except that, that if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment, or (iii) any Guarantor of Payment, of which Borrower and/or one or more Wholly-Owned Subsidiaries, which are Guarantors of Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) then own of the Subsidiary making such sale, lease, transfer or other disposition; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sellsell (including any sale in connection with any sale- leaseback transaction), lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Sixty Million Dollars ($50,000,00060,000,000) during for the period from the Closing Date until the last day of the Commitment Period; or (d) any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) a Borrower (provided that US such Borrower shall be the continuing or surviving Person and provided further that if Cedar Fair LP merges with any other Borrower then Cedar Fair LP shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that shall be a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), a Borrower and/or one or more Wholly-Owned Subsidiaries which shall be Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as such Borrower and/or one or more Wholly-Owned Subsidiaries (which shall be Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or a Borrower, (ii) any Domestic Wholly-Owned Subsidiary that shall be a Guarantor of Payment; , or (ciii) any Domestic Guarantor of Payment, of which a Borrower and/or one or more Wholly-Owned Subsidiaries, which shall be Guarantors of Payment, shall own not less than the same percentage of Voting Power as a Borrower and/or one or more Wholly-Owned Subsidiaries (which shall be Guarantors of Payment) then own of the Subsidiary (other than a Credit Party) may merge with or sellmaking such sale, lease, transfer or otherwise dispose of any of its assets other disposition; and (c) in addition to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to a Canadian Borrower or a Canadian Guarantor of Payment; subpart (fb) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sellabove, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as (i) the consideration paid in connection with such transaction represents fair value (as determined by the board of directors of such Company), and at least ninety percent (90%) of such consideration consists of cash, (ii) the aggregate amount of all such assets sold, leased, lease transferred or otherwise disposed of by all Companies in during any fiscal year of US Borrower does shall not exceed an amount equal to five ten percent (510%) of Consolidated Net Assets based upon the rolling two-year average financial statements of Consolidated Total Assets; the Companies for the most recently completed fiscal quarter, and (hiii) Acquisitions may be effected with respect to any such transaction involving consideration in accordance with the provisions excess of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Ten Million Dollars ($50,000,00010,000,000), at least five Business Days prior to the date of completion of such transaction the applicable Company shall have delivered to Agent an officer's certificate, executed by Financial Officer of such Company, which certificate shall contain a description of the proposed transaction, the date that such transaction is scheduled to be consummated, the estimated purchase price or other consideration to be received in connection with such transaction, financial information pertaining to compliance with subparts (i) during the Commitment Periodand (ii) above, and such other information regarding such transaction as Agent may request.

Merger and Sale of Assets. No Company shall The Borrowers will not, and will not permit any Restricted Subsidiary to, dissolve, merge or consolidate with any other Person, Person or sell, lease or transfer or otherwise dispose of all or a substantial part of its assets any Property to any Person, except Person or entity; provided that, notwithstanding any of the foregoing limitations, the Borrowers and the Restricted Subsidiaries may take the following actions: (a) (i) if no Default or Event of Default shall then exist or immediately thereafter shall begin to will exist: (a) any Domestic Subsidiary , the Company may merge or consolidate with US Borrower (any of its Subsidiaries provided that US the Company shall be the continuing or surviving corporation, (ii) if no Event of Default shall then exist or immediately thereafter will exist, the Canadian Borrower may merge or consolidate with any of its Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving Personcorporation, (iii) any Credit Party other than the Company or the Canadian Borrower may merge or consolidate with any other Credit Party other than the Company or the Canadian Borrower, (iv) any Consolidated Company which is not a Credit Party may be merged or consolidated with or into any Credit Party provided that such Credit Party shall be the continuing or surviving corporation, (v) any Consolidated Company which is not a Credit Party may be merged or consolidated with or into any other Consolidated Company which is not a Credit Party, (vi) any Subsidiary of the Company may merge with any Person that is not a Credit Party in connection with a sale of Property permitted under this Section 6.4, (vii) any Subsidiary of the Company (other than the Canadian Borrower) may be dissolved so long as the property and assets of such Subsidiary are transferred to a Credit Party (if prior to such dissolution such Subsidiary is a Credit Party) or otherwise to any one other Consolidated Company, and (viii) the Company or more Domestic Guarantors any Subsidiary of Paymentthe Company may merge with any Person other than a Consolidated Company in connection with a Permitted Acquisition; provided that, if such transaction involves the Company or the Canadian Borrower, the Company or the Canadian Borrower, as the case may be, shall be the continuing or surviving corporation; (b) any Domestic Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets Property to (i) US Borrower or a Borrower, (ii) any Domestic Guarantor or (iii) any Subsidiary of Paymentthe Company; provided that, with respect to transfers described in clause (iii), upon completion of such transaction (A) there shall exist no Default or Event of Default and (B) the Subsidiary to which the Restricted Subsidiary’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and, if such Restricted Subsidiary is a Guarantor, a Guarantor; (c) each Borrower may sell, lease, transfer or otherwise dispose of its Property to any Domestic Subsidiary of the Company; provided that upon completion of a transaction described in this Section 6.4(c), there shall exist no Default or Event of Default and the Subsidiary to which the Borrower’s Property is sold, leased, transferred or otherwise disposed shall be a Restricted Subsidiary and a Guarantor; (other d) the Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose (including via trade-in or exchange for Property having a fair market value that in the good faith judgment of the Company is equal to or greater than the Property that is traded in or exchanged) of any Property in the ordinary course of business consisting of (i) inventory, (ii) obsolete or worn out Property or (iii) Property no longer used or useful in the business of the Borrowers and their Restricted Subsidiaries; (e) the Borrowers and the Restricted Subsidiaries may enter into leases, subleases, licenses or sublicenses of Property in the ordinary course of business and which do not materially interfere with the business of the Borrowers and its Restricted Subsidiaries; (f) the Borrowers and the Restricted Subsidiaries may transfer (i) Securitization Assets for reasonably equivalent value to one or more Subsidiaries, Permitted Securitization Subsidiaries or Permitted Securitization Entities so long as such transfer is made to consummate a Credit PartyPermitted Securitization Transaction and (ii) accounts receivables and related rights and proceeds pursuant to the terms of the Receivables Finance Facility; (g) the Borrowers and the Restricted Subsidiaries may merge with or (i) sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; their Property for fair market value in a transaction constituting an Investment permitted by Section 6.10, (dii) any Foreign Subsidiary may merge dividend, distribute, redeem or amalgamate with otherwise make payments in a Canadian Borrower transaction constituting a Restricted Payment permitted by Section 6.13 and (provided that such Canadian Borrower shall be the continuing or surviving Personiii) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to their Property for fair market value in a Canadian Borrower or transaction constituting a Canadian Guarantor of PaymentSale Leaseback permitted by Section 6.19; (fh) the Borrowers and the Restricted Subsidiaries may sell any Foreign Unrestricted Subsidiary other than a Credit Party for fair market value; and (i) in addition to amounts covered by subsections (a) through (h) above, the Borrowers and the Restricted Subsidiaries may merge or amalgamate with or sell, leaselease or transfer other Property for fair market value so long as (i) at the time of such sale, lease or transfer and immediately thereafter, there shall exist no Default or Event of Default and (ii) the aggregate fair market value (as determined in good faith by the Company) for all such transactions does not exceed five percent (5.0%) of Consolidated Net Tangible Assets determined as of the most recent fiscal period end for which financial statements are required to be delivered hereunder; provided, however, and notwithstanding the foregoing provisions of this Section 6.4, (A) the Credit Parties shall not under any circumstances sell, transfer or otherwise dispose of the Demopolis IDB Bonds to any Person other than a Credit Party and (B) with respect to any sale, lease or transfer of Property pursuant to subsection (i) above, at least 75% of the consideration received by the Borrowers and the Restricted Subsidiaries from such sale, lease or transfer shall be in the form of (1) cash, (2) Cash Equivalents, (3) liabilities (other than Subordinated Debt), as shown on the most recent balance sheet of any Borrower or Restricted Subsidiary, that are assumed by the transferee of such Property pursuant to a customary assignment and assumption agreement that releases such Borrower or Restricted Subsidiary from further liability, (4) securities, notes or other obligations received by any Borrower or Restricted Subsidiary from the transferee of such Property that are converted by such Borrower or Restricted Subsidiary into cash within 180 days of receiving such securities, notes or other obligations, and/or (5) any Designated Noncash Consideration received by the Company or any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (Restricted Subsidiaries in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to Asset Disposition having an aggregate amountfair value, for taken together with all such programs of all Companies (including existing asset securitization programs)other Designated Noncash Consideration received pursuant to this clause, not to exceed Fifty Million Dollars an aggregate amount at any time outstanding of $50,000,000 ($50,000,000) during with the Commitment Periodfair value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge or consolidate with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger, or (b) Borrower or any Domestic Subsidiary may sell, lease, contribute, transfer or otherwise dispose of any of its assets to (i) US Borrower (in the case of sales, leases, contributions, transfers or other dispositions by any Subsidiary), (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment; , (ciii) any Domestic a Receivables Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing sales, leases, contributions, transfers or surviving Personother dispositions are limited to Receivables Related Assets) or (iv) any Guarantor of Payment, of which Borrower and/or one or more Canadian Wholly-Owned Subsidiaries, that are Guarantors of Payment Payment, shall own not less than the same percentage of Voting Power as Borrower and/or one or more Wholly-Owned Subsidiaries (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor are Guarantors of Payment; (f) any Foreign then own of the Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any making such sale, lease, contribution, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodother disposition.

Merger and Sale of Assets. No The Company shall covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (ai) any Domestic Subsidiary may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person) or any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Partythe Receivables Subsidiary) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (da) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower the Company (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment Company shall be the continuing or surviving Person), or (b) any other Subsidiary (other than the Receivables Subsidiary); (eii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any the Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (a) the Company, or (b) any Subsidiary (other than the Receivables Subsidiary); (iii) in addition to any such sale, lease, transfer or disposal other disposition permitted pursuant to US Borrower subparts (i) and (ii) above, the Company and any Subsidiary may sell accounts receivables and related rights to the Receivables Subsidiary in connection with the Permitted Receivables Facility; (iv) any merger or a Domestic Guarantor consolidation that constitutes an Acquisition permitted pursuant to paragraph 6E hereof; and (v) in addition to any sale, lease, transfer or other disposition permitted pursuant to subparts (i) through (iv) above, the Company or any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of Payment) any of its assets to any Person so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by the Company and all Companies of its Subsidiaries in any fiscal year of US Borrower does not exceed an amount equal to five ten percent (510.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with Assets as of the end of the immediately preceding fiscal year. Notwithstanding the foregoing provisions of Section 5.13 hereofthis paragraph 6D, the Company may, or may permit any Subsidiary to, sell, lease, transfer or otherwise dispose of its assets and the assets subject to such sale, lease, transfer or disposition shall not be subject to or included in any of the foregoing limitations of the preceding sentence if the net proceeds from such Disposition are, within three hundred and sixty five (365) days of such sale, lease, transfer or disposition, are reinvested in productive assets of the Company or applied to the prepayment of the Notes or any other outstanding Indebtedness of the Company or any Subsidiary owed to a non-Affiliate ranking pari passu with or senior to the Notes. For purposes of foregoing sentence, the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis at a price of 100% of the principal amount of the Notes to be prepaid (without any Yield-Maintenance Amount) together with interest accrued to the date of prepayment; and provided that if any holder of the Notes declines such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than ten (i10) any Company may enter into (or have existing on Business Days prior to the Closing Date) asset securitization financing programs, up proposed prepayment date to an aggregate amountoffer to prepay made pursuant to this paragraph 6D shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for all purposes of this paragraph 6D. Any prepayments of principal made pursuant to such programs offers shall be applied to scheduled payments of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodprincipal in inverse order of maturity.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business and other than the disposition of obsolete equipment that is no longer useful in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) a Borrower (provided that US such Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), a Borrower and/or one or more Wholly-Owned Subsidiaries that are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as such Borrower and/or one or more Wholly-Owned Subsidiaries (that are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or a Borrower, (ii) any Domestic Wholly-Owned Subsidiary that is a Guarantor of Payment; , or (ciii) any Domestic Guarantor of Payment, of which a Borrower and/or one or more Wholly-Owned Subsidiaries, that are Guarantors of Payment, shall own not less than the same percentage of Voting Power as such Borrower and/or one or more Wholly-Owned Subsidiaries (that are Guarantors of Payment) then own of the Subsidiary (other than a Credit Party) may merge with or sellmaking such sale, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary;disposition; or (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (gc) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any Person; provided that all of the net proceeds of such sale, leaselease or transfer shall, within one year from the date of such sale, lease or transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and either (i) any Company may enter into invested in the purchase of assets (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor and such purchase of securities is permitted by Section 5.13(e) hereof) to be used by one or have existing on the Closing Datemore Borrowers in their businesses; or (ii) asset securitization financing programs, up to an aggregate amount, for all if not so invested and if such programs of all Companies (including existing asset securitization programs), not to net proceeds exceed Fifty Ten Million Dollars ($50,000,00010,000,000) during in the Commitment Periodaggregate, used to permanently prepay the Loans pursuant to Section 2.7 hereof.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment; (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge with another Foreign Subsidiary or amalgamate with a Canadian Borrower Credit Party (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment a Credit Party shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (f) Borrower may sell its corporate headquarters located at 9000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (g) Borrower, any Company Domestic Subsidiary and any Foreign Subsidiary organized under the laws of Canada may sell, lease, transfer or otherwise dispose of any of its assets to any a Person that is not a Credit Party (in addition other than the accounts (and general intangibles relating thereto and proceeds thereof) pledged to Agent, for the benefit of the Lenders, pursuant to the Security Agreement) so long as, after giving pro forma effect to any such saleDisposition with net proceeds in excess of Fifteen Million Dollars ($15,000,000), the Companies are in pro forma compliance with the provisions of Section 5.7 hereof; (h) any Foreign Subsidiary (other than a Foreign Subsidiary organized under the laws of Canada) may sell, lease, transfer or disposal to US Borrower or a Domestic Guarantor otherwise dispose of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets;assets; and (hi) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any Collateral or all or a substantial part substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to any PersonPerson other than in the ordinary course of business, except that, that if no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Subsidiaries, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary which is a Guarantor of Payment to the extent one such Subsidiary is a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries which are Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger; (b) in addition to the items permitted pursuant to Section 5.11 hereof, any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower Borrower, or (ii) any Domestic Subsidiary, which is a Guarantor of Payment;; or (ci) any Domestic Subsidiary (other than a Credit Party) Borrower or such Guarantor of Payment, as the case may merge with or sellbe, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing Person, or surviving Person) or one or more Canadian Guarantors of Payment the Person (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian if other than Borrower or a Canadian Guarantor of Payment; (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long formed by such consolidation or into which Borrower or any such Guarantor of Payment, as the aggregate amount case may be, is merged or to which the properties and assets of Borrower or any such Guarantor of Payment, as the case may be, are transferred shall be a corporation (or in the case of Borrower, a corporation, limited liability company or a limited partnership) organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume in writing all of the obligations of Borrower or such assets soldGuarantor of Payment, leasedas the case may be, transferred under the Notes and this Agreement, and the obligations under this Agreement shall remain in full force and effect; (ii) immediately after giving effect to such transaction or otherwise disposed series of by all Companies in any fiscal year transactions on a pro forma basis the Consolidated Net Worth of US Borrower does not exceed an amount or the surviving entity as the case may be is at least equal to five percent the Consolidated Net Worth of Borrower immediately before such transaction or series of transactions; and (5%iii) immediately after giving effect to such transaction on a pro forma basis Borrower or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 6.7 of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNote Purchase Agreement.

Merger and Sale of Assets. No Company shall Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US (a) Borrower (provided that US Borrower shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Borrower may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Borrower, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.10 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to a Canadian clauses (a) through (d) above, Borrower or a Canadian Guarantor of Payment; any Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Borrower and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall Nordson covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (a) Nordson (provided that US Borrower Nordson shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Nordson may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Nordson, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Nordson and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.10 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) through (d) above, Nordson or any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Nordson and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNordson.

Merger and Sale of Assets. No Company shall Parent Guarantor covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (a) Parent Guarantor (provided that US Borrower Parent Guarantor shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Parent Guarantor may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Parent Guarantor, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiary;the Receivables Subsidiary in connection with the Permitted Receivables Facility; and (d) in addition to any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) through (c) above, Parent Guarantor or any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Parent Guarantor and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any a Domestic Subsidiary may merge with (i) US Borrower (provided that such US Borrower shall be the continuing or surviving Person), or (ii) or any one or more Domestic Guarantors of Payment; (b) any a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) a Company may sell, lease, transfer or otherwise dispose of any assets, so long as (i) the aggregate amount of all such dispositions, for all Companies, shall not exceed Five Million Dollars ($5,000,000) per fiscal year of Borrower, and (ii) if such sale, lease, transfer or disposal of assets is greater than One Million Dollars ($1,000,000), then US Borrower shall have provided to Agent and the Lenders, at least ten (10) days prior to such sale, lease, transfer or disposal of assets, a certificate of a Financial Officer of US Borrower showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed sale, lease, transfer or disposal of assets; (d) a Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (de) any a Foreign Subsidiary (that is a Credit Party) may merge or amalgamate with another Foreign Subsidiary (that is a Canadian Credit Party) or US Borrower (or a Domestic Guarantor of Payment, provided that such Canadian US Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Domestic Guarantor of Payment shall be the continuing or surviving Person); (ef) any a Foreign Subsidiary (other than a Credit Party) may merge or amalgamate with (i) a Credit Party provided that a Credit Party shall be the continuing or surviving Person, or (ii) another Foreign Subsidiary; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Paymentany Credit Party; (fh) any a Foreign Subsidiary (other than a Credit Party Party) may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (gi) any Company may sell, lease, transfer or otherwise dispose of any fixed assets in the ordinary course of its assets to any Person (in addition to business for the purpose of replacing such fixed assets, provided that any such sale, lease, transfer fixed assets are replaced within one hundred eighty (180) days of such sale or disposal to US Borrower or other disposition with other fixed assets which have a Domestic Guarantor fair market value not materially less than the fair market value of Payment) so long as the aggregate amount of all such fixed assets sold, leased, transferred sold or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets;disposed; and (hj) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.

Merger and Sale of Assets. No Company shall Nordson covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (a) Nordson (provided that US Borrower Nordson shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Nordson may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Nordson, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Nordson and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.08 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) through (d) above, Nordson or any of its assets to a Canadian Borrower or a Canadian Guarantor of Payment; Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Nordson and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNordson.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US (i) Borrower (provided that US Borrower shall be the continuing or surviving Person) , or (ii) any one or more Domestic Guarantors of PaymentSubsidiaries (other than the Receivables Subsidiary); (b) any Domestic Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower Borrower, or (ii) any one or more Domestic Guarantor of PaymentSubsidiaries (other than the Receivables Subsidiary); (c) in addition to any Domestic merger permitted pursuant to subpart (a) above, any Foreign Subsidiary (other than a Credit Party) may merge with any one or sellmore Foreign Subsidiaries; (d) in addition to any sale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to any other Domestic Subsidiary; subpart (db) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (provided that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person); (e) above, any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower any one or a Canadian Guarantor of Paymentmore Foreign Subsidiaries; (fe) in addition to any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to subparts (a) through (d) above, any of its assets Company may sell accounts receivables to the Receivables Subsidiary in connection with the Permitted Receivables Facility; and (f) in addition to any sale, lease, transfer or other Foreign Subsidiary; disposition permitted pursuant to subparts (ga) through (e) above, any Company (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed the greater of (a) Twenty Five Million Dollars ($25,000,000), or (b) an amount equal to five percent (5%) of the rolling two-Consolidated Tangible Assets during any fiscal year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) US Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of PaymentPayment (provided that a Domestic Guarantor of Payment shall be the continuing or surviving Person); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (i) US Borrower, provided that such Canadian US Borrower shall be the continuing or surviving Person, (ii) or any one or more Canadian Domestic Guarantors of Payment (Payment, provided that such Canadian a Domestic Guarantor of Payment shall be the continuing or surviving Person), and (iii) any other Foreign Subsidiary, provided that, if such merger or amalgamation includes a Credit Party, a Credit Party shall be the continuing or surviving Person or the surviving Person shall become a Credit Party and assume the obligations of the Credit Party; (e) any Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Paymentthat are not equity interests in Credit Parties; (f) any the Companies may sell all of the equity interests in a Foreign Subsidiary other than Borrower or Foreign Guarantor of Payment, or dissolve or liquidate a Credit Party Foreign Borrower or Foreign Guarantor of Payment, so long as (i) all Loans made to or for the benefit of such Foreign Borrower or Foreign Guarantor, and proceeds received by such Foreign Borrower or Foreign Guarantor of Payment from Loans, are repaid in full prior to the effectiveness of such sale, dissolution or liquidation, and (ii) upon the effectiveness of such sale, dissolution or liquidation, such Foreign Borrower or Foreign Guarantor of Payment ceases to be a Foreign Borrower or Foreign Guarantor of Payment, as applicable, under this Agreement pursuant to documentation satisfactory to Agent; (g) Borrower may merge or amalgamate with or sell its corporate headquarters located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000; (h) a Company may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete or no longer useful in such Company’s business; (gi) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person other Company, so long as such disposition is for fair market value (in addition to as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000)); (j) any such saleCompany may sell, lease, transfer or disposal otherwise dispose of any assets to US Borrower or any Person that is not a Domestic Guarantor of Payment) Company, so long as (i) such disposition is on an arm’s length basis and is for fair market value (as determined by an independent third-party valuation firm or appraiser of national reputation if the anticipated fair market value of such asset or assets exceeds Fifteen Million Dollars ($15,000,000)); and (ii) the aggregate amount of all such assets solddispositions pursuant to this Section 5.12(j), leasedfor all of the Companies, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five ten percent (510%) of the rolling two-year average of Consolidated Total AssetsAssets during the Commitment Period; (hk) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (il) any Company US Borrower may enter into (dissolve or have existing on liquidate the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodNewgen Companies.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or any assets (including pursuant to a substantial part of its assets statutory division) to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary may merge with (i) US Borrower (provided that US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of PaymentPayment (provided that a Domestic Guarantor of Payment shall be the continuing or surviving Person); (b) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to (i) US Borrower or (ii) any Domestic Guarantor of Payment; (c) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to any other Domestic Subsidiary; (d) any Foreign Subsidiary may merge or amalgamate with a Canadian Borrower (i) US Borrower, provided that such Canadian US Borrower shall be the continuing or surviving Person, (ii) or any one or more Canadian Domestic Guarantors of Payment (Payment, provided that such Canadian a Domestic Guarantor of Payment shall be the continuing or surviving Person), and (iii) any other Foreign Subsidiary, provided that, if such merger or amalgamation includes a Credit Party, a Credit Party shall be the continuing or surviving Person or the surviving Person shall become a Credit Party and assume the obligations of the Credit Party; (e) any Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a Canadian Borrower or a Canadian Guarantor of Paymentstatutory division) that are not equity interests in Credit Parties; (f) any the Companies may sell all of the equity interests in a Foreign Subsidiary other than Borrower or Foreign Guarantor of Payment, or dissolve or liquidate a Credit Party Foreign Borrower or Foreign Guarantor of Payment, so long as (i) all Loans made to or for the benefit of such Foreign Borrower or Foreign Guarantor of Payment, and proceeds received by such Foreign Borrower or Foreign Guarantor of Payment from Loans, are repaid in full prior to the effectiveness of such sale, dissolution or liquidation, and (ii) upon the effectiveness of such sale, dissolution or liquidation, such Foreign Borrower or Foreign Guarantor of Payment ceases to be a Foreign Borrower or Foreign Guarantor of Payment, as applicable, under this Agreement pursuant to documentation reasonably satisfactory to Agent; (g) Borrower may merge or amalgamate with or sell its corporate headquarters located at 9000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-5833; (h) a Company may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiarythat are obsolete or no longer useful in such Company’s business; (gi) any Company may sell, lease, transfer or otherwise dispose of any of its assets (including pursuant to a statutory division) to any Person other Company, so long as such disposition is for fair market value, as determined in good faith by US Borrower; (in addition to j) any such saleCompany may sell, lease, transfer or disposal otherwise dispose of any assets to US Borrower or any Person that is not a Domestic Guarantor of Payment) Company, so long as (i) such disposition is on an arm’s length basis and is for fair market value, as determined in good faith by US Borrower; (ii) the Companies are in compliance (and in pro forma compliance after giving effect to such disposition) with the provisions of Section 5.7 hereof; provided that the aggregate amount of all such assets solddispositions pursuant to this Section 5.12(j), leasedfor all of the Companies, transferred or otherwise disposed of by all Companies in any fiscal year of US Borrower does shall not exceed an amount equal to five ten percent (510%) of the rolling two-year average of Consolidated Total AssetsAssets during the Commitment Period without the prior written consent of Agent; (hk) with respect to a merger, amalgamation or consolidation, Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (il) any Company may enter into sell accounts receivable prior to their stated due dates in connection with a Permitted Factoring Transaction or an accounts receivable facility permitted pursuant to Section 5.8(g). For the avoidance of doubt, none of (w) the making of any investment permitted pursuant to Section 5.11 or have existing on any Restricted Payment permitted pursuant to Section 5.15, (x) the Closing Datesale of any Permitted Convertible Indebtedness by the US Borrower, (y) asset securitization financing programsthe sale of any Permitted Warrant Transaction by the US Borrower nor (z) the performance by the US Borrower of its obligations under any Permitted Convertible Indebtedness or any Permitted Warrant Transaction, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Periodshall constitute a disposition under this Section 5.12.

Merger and Sale of Assets. No Company shall merge merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any a Domestic Subsidiary may merge with (i) a US Borrower (provided that such US Borrower shall be the continuing or surviving Person), or (ii) or any one or more Domestic Guarantors of Payment; (b) any a US Borrower may merge with Agilysys (provided that Agilysys shall be the continuing or surviving Person); (c) a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to (i) a US Borrower or (ii) any Domestic Guarantor of Payment; (cd) a Company may sell, lease, transfer or otherwise dispose of any of its assets to Agilysys; (e) a Company may sell, lease, transfer or otherwise dispose of any assets (including capital stock) (i) that are obsolete, or (ii) no longer useful in such Company's business, provided that a Borrower shall not, without the prior written consent of Agent and the Required Lenders, effect a Significant Asset Disposition; (f) a Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; (dg) any a Foreign Subsidiary (that is a Credit Party) may merge or amalgamate with another Foreign Subsidiary (that is a Canadian Credit Party) or a US Borrower (or Domestic Guarantor of Payment, provided that such Canadian US Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Domestic Guarantor of Payment shall be the continuing or surviving Person); (eh) any a Foreign Subsidiary (other than a Credit Party) may merge or amalgamate with a Credit Party provided that a Credit Party shall be the continuing or surviving Person, or (ii) another Foreign Subsidiary; (i) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Canadian Borrower or a Canadian Guarantor of Paymentany Credit Party; (fj) any Foreign Subsidiary (other than a Credit Party Party) may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (gk) any Company may sell, lease, transfer or otherwise dispose of any fixed assets in the ordinary course of its assets to any Person (in addition to business for the purpose of replacing such fixed assets, provided that any such sale, lease, transfer fixed assets are replaced within one hundred eighty (180) days of such sale or disposal to US Borrower or other disposition with other fixed assets which have a Domestic Guarantor fair market value not materially less than the fair market value of Payment) so long as the aggregate amount of all such fixed assets sold, leased, transferred sold or otherwise disposed of by all Companies in any fiscal year of US Borrower does not exceed an amount equal to five percent (5%) of the rolling two-year average of Consolidated Total Assets;disposed; and (hl) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period.

Merger and Sale of Assets. No Company shall Borrower covenants that it will not, and will not permit any Subsidiary to, merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of all or a substantial part of its any assets to any PersonPerson other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) any Domestic Subsidiary (other than the Receivables Subsidiary) may merge with US Borrower (provided that US Borrower shall be the continuing or surviving Person), or (b) or any one or more Domestic Guarantors of Paymentother Subsidiary (other than the Receivables Subsidiary); (b) Borrower may sell, lease, transfer or otherwise dispose of any Domestic of its assets to any Subsidiary (other than the Receivables Subsidiary) and any Subsidiary (other than the Receivables Subsidiary) may sell, lease, transfer or otherwise dispose of any of its assets to (ia) US Borrower Borrower, or (iib) any Domestic Guarantor of PaymentSubsidiary (other than the Receivables Subsidiary); (c) in addition to any Domestic Subsidiary (other than a Credit Party) may merge with or sellsale, lease, transfer or otherwise dispose of other disposition permitted pursuant to clauses (a) and (b) above, Borrower and any of its assets Subsidiary may sell accounts receivables and related rights to any other Domestic Subsidiarythe Receivables Subsidiary in connection with the Permitted Receivables Facility; (d) any Foreign Subsidiary may merge merger or amalgamate with a Canadian Borrower (provided consolidation that such Canadian Borrower shall be the continuing or surviving Person) or one or more Canadian Guarantors of Payment (provided that such Canadian Guarantor of Payment shall be the continuing or surviving Person);constitutes an Acquisition permitted pursuant to Section 5.08 hereof; and (e) in addition to any Foreign Subsidiary may sellsale, lease, transfer or otherwise dispose of any of its assets other disposition permitted pursuant to a Canadian clauses (a) through (d) above, Borrower or a Canadian Guarantor of Payment; any Subsidiary (f) any Foreign Subsidiary other than a Credit Party may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign the Receivables Subsidiary; (g) any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person (in addition to any such sale, lease, transfer or disposal to US Borrower or a Domestic Guarantor of Payment) so long as the aggregate amount of all such assets sold, leased, transferred or otherwise disposed of by Borrower and all Companies in any fiscal year of US Borrower its Subsidiaries does not exceed an amount equal to five eleven percent (511.0%) of the rolling two-year average of Consolidated Total Assets; (h) Acquisitions may be effected in accordance with the provisions Assets during any two consecutive fiscal years of Section 5.13 hereof; and (i) any Company may enter into (or have existing on the Closing Date) asset securitization financing programs, up to an aggregate amount, for all such programs of all Companies (including existing asset securitization programs), not to exceed Fifty Million Dollars ($50,000,000) during the Commitment PeriodBorrower.