Common use of Merger and Sale of Assets Clause in Contracts

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar shall be the continuing or surviving Person); (c) a Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any Guarantor of Payment; (d) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) 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; (f) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another Company; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied as a prepayment of the Term Loan.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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, and unless otherwise prohibited by the Senior Notes Documents: (a) a Domestic Subsidiary (other than a Borrower) may merge with (i) a the Borrower (provided that such the Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar Payment (provided that Gibraltar a Guarantor of Payment shall be the continuing or surviving Person); (cb) a Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a the Borrower or (ii) any Guarantor of Payment; (d) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) 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; (fc) a Foreign Subsidiary may merge or amalgamate with another Company a Credit Party; provided that, if applicable, that a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (gd) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another a Credit Party; (e) a Foreign Subsidiary may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (f) a Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business; (g) a Dormant Subsidiary may be, dissolved or otherwise cease to exist provided that all rights and interest in and to all property, assets and liabilities of such Dormant Subsidiary are assumed by or transferred to a Credit Party; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant tosell, and lease or otherwise dispose of any fixed assets, so long as (i) the proceeds of such Disposition are applied in accordance with the terms ofIndenture and the Intercreditor Agreement, and (ii) as of the applicable Auto Program Supplier Purchase Agreement; and (i) if date of such Disposition, no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that:immediately thereafter shall begin to exist; and (i) the consideration for each such Asset a Company may, in addition to any Disposition represents fair value and at least eighty percent otherwise permitted pursuant to this Section 5.12, make Dispositions, so long as (80%) of such consideration consists of cash; (iii) the cumulative aggregate value amount of the assets sold or transferred proceeds of all such Dispositions does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), (ii) the consideration received for the property subject to each such Disposition shall be in an amount at least five Business Days prior equal to the date fair market value thereof (determined in good faith by the board of completion directors of the Borrower (or similar governing body) by its approval of the agreements governing such Disposition), (iii) to the extent the property that is subject to such Disposition constitutes Collateral (other than Indenture Priority Collateral), the net proceeds of such transaction the Administrative Borrower shall have delivered Disposition are used to Agent (A) an officer’s certificate executed by an Authorized Officeracquire inventory, which certificate shall contain (1) a description documents, contracts, accounts, chattel paper, instruments or contract rights in respect of the proposed transactionany service or sales contracts, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) to the extent the property that is subject to such Disposition constitutes Indenture Priority Collateral, the proceeds of such Asset Disposition areare applied in accordance with the Indenture and the Intercreditor Agreement, to the extent required pursuant to Section 2.11(c)(iiand (v) hereof, applied as a prepayment of the Term Loandate of such Disposition, no Default or Event of Default shall then exist or immediately thereafter shall begin to exist.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary Credit Party may merge, amalgamate or consolidate with any other Company (other than a Borrower) may merge with provided that (i) a Borrower if one of such Companies is Core Molding, Core Molding shall be the continuing or surviving Company, (provided that ii) if one of such Borrower Companies is Core Mexico and the other is not Core Molding, Core Mexico shall be the continuing or surviving Person, and (iii) or (ii) any if at least one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar such Companies is a Credit Party, a Credit Party shall be the continuing or surviving Person; (b) a Non-Credit Party may merge, amalgamate or consolidate with any other Company (provided that if such Company is a Credit Party, such Credit Party shall be the continuing or surviving Company); (c) a Core Molding or any Domestic Subsidiary (other than a Borrower) Guarantor of Payment may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower Core Molding or (ii) any other Domestic Guarantor of Payment; (d) a Borrower Core Mexico or any Foreign Guarantor of Payment may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) 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 SubsidiaryCredit Party; (fe) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Non-Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another any other Company; (hf) a Company may sell Auto Program OEM Receivables sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business; (g) a Company may sell, lease, transfer or otherwise dispose of any assets in an amount not to an Auto Program Purchaser pursuant to, and exceed Five Hundred Thousand Dollars ($500,000) in any fiscal year so long as the net proceeds thereof are either reinvested in similar assets within one hundred eighty (180) days of such sale or other disposition or applied to the prepayment of obligations in accordance with Section 2.14(e) hereof; and (h) Acquisitions may be effected in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event provisions of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) 5.13 hereof, applied as a prepayment of the Term Loan.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary any Company (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or ), (ii) any one or more Guarantors of PaymentPayment (provided that a Guarantor of Payment shall be the continuing or surviving Person), or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (b) GSNY a Borrower may merge with Gibraltar another Borrower (provided that Gibraltar Epiq shall be the continuing or surviving Person); (c) a Domestic Subsidiary (other than a Borrower) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or Borrower, (ii) any Guarantor of Payment, or (iii) any other Company, so long as both such Companies are Non-Credit Parties; (d) a Borrower any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business for fair market value, as determined by the board of its assets to another Borrowerdirectors of Epiq; (e) a Domestic Subsidiary (other than a Credit Party) any Company may merge with or sell, lease, transfer sell or otherwise dispose effect a Disposition (including cancellation of any Indebtedness) of its Cash Equivalents or non-core assets acquired pursuant to any other Domestic Subsidiary;Acquisitions in the ordinary course of business for fair market value, as determined by the board of directors of Epiq; or (f) a Foreign Subsidiary Acquisitions may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another Company; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and effected in accordance with the terms of, provisions of Section 5.13 hereof and investments may be effected in accordance with the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event provisions of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) 5.11 hereof, applied as a prepayment of the Term Loan.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of businessPerson, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) a Domestic Subsidiary (other than a Borrower) any Company may merge with (i) a the Parent (provided that the Parent shall be the continuing or surviving Person), (ii) subject to clause (i), any Borrower (provided that such Borrower shall be the continuing or surviving Person), (iii) or subject to clause (ii) i), any one or more Subsidiary Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar a Subsidiary Guarantor shall be the continuing or surviving Person)) or (iv) so long as both such Companies are not Credit Parties, any other Company; (cb) a Domestic Subsidiary (other than a Borrower) any Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or the Parent, (ii) any Guarantor of PaymentDomestic Credit Party, or (iii) so long as both such Companies are not Domestic Credit Parties, any other Company; (dc) a Borrower any Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer used in such Company’s business; (d) any Company may sell, lease, transfer or otherwise dispose (or abandon) of its any inventory or other assets to another Borrowerin the ordinary course of business; (e) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; (f) any Company may sell, transfer or otherwise dispose of its accounts receivables, either pursuant to a Domestic Subsidiary Permitted Receivables Facility or pursuant to other sales by such Company, in an aggregate amount for all Companies not to exceed Seventy-Five Million Dollars (other than a Credit Party$75,000,000) during any fiscal year of the Parent; (g) any Company may merge with (i) sell, lease, transfer or otherwise dispose of intellectual property and (ii) sell, lease, transfer or otherwise dispose of any non-core assets so long as such non-core assets disposed are sold for their fair market value and on an arms-length basis and all such sales, leases, transfers or other dispositions do not exceed Seventy-Five Million Dollars ($75,000,000) in the aggregate in any fiscal year of its assets to any other Domestic SubsidiaryCompany; (fh) a Foreign Subsidiary each of the Companies listed on Schedule 5.12 hereto may merge be liquidated, wound up or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Persondissolved at any time so long as such Subsidiaries are Immaterial Subsidiaries; (gi) a Foreign Subsidiary any Company may sell, lease, transfer or otherwise other dispose of its Equity Interests in a Foreign Subsidiary that is not a Credit Party (and to the extent any of its assets such Equity Interests are in a First Tier Foreign Subsidiary and are pledged under the Collateral Documents, such pledge shall be deemed to another Company; (hbe automatically released) so long as such Foreign Subsidiary remains a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase AgreementSubsidiary; and (ij) if no Default any Company may cause a Foreign Subsidiary that is not a Credit Party to dissolve or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, liquidated under local law so long as the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) assets of such consideration consists of cash; (ii) the cumulative aggregate value of Foreign Subsidiary become the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied as a prepayment of the Term Loananother Company.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary (other than a Borrower) Company may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or ), (ii) a Company (other than a Borrower) may merge with any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar Payment (provided that Gibraltar a Guarantor of Payment shall be the continuing or surviving Person)) or (iii) a Company that is not a Credit Party may merge with another Company that is not a Credit Party; (cb) a Domestic Subsidiary (other than a Borrower) Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any Guarantor of Payment; (dc) a Borrower Company may sell, lease, transfer or otherwise dispose of any of its assets to another Borrowerthat are obsolete or no longer useful in such Company’s business; (ed) a Domestic Subsidiary (other than Company that is not a Credit Party) Party may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic SubsidiaryCompany; (e) a Company (other than a Borrower) may be dissolved, provided that, if such Company is a Credit Party, all assets of such Company shall have been transferred to another Credit Party; and (f) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets not otherwise permitted pursuant to another Company; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and this Section 5.12 so long as (i) if no Default or Event of Default shall have occurred and be continuing or would result therefromthen exist or, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transactiondisposition, thereafter shall begin to exist, and (ii) the Borrowers shall be in form pro forma compliance with the Fixed Charge Coverage Ratio (as set forth in Section 5.7(b) hereof) both before and substance acceptable after giving pro forma effect to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, disposition. Notwithstanding anything to the extent required pursuant to contrary contained herein or in any other Loan Document, no Company will consummate any “Division” (as defined in Section 2.11(c)(ii) hereof, applied as a prepayment 18-217 of the Term LoanDelaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute of Delaware or any other jurisdiction unless the Required Lenders shall have expressly consented to any such action in writing.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary Credit Party may merge, amalgamate or consolidate with any other Credit Party (other than a Borrower) may merge with provided that (i) if one of such Companies is IHS, IHS shall be the continuing or surviving Credit Party, and (ii) if at least one of such Companies is a Borrower (provided that such and none of the Companies is IHS), a Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment; (b) GSNY a Non-Credit Party may merge merge, amalgamate or consolidate with Gibraltar another Person (provided that Gibraltar if such Person is a Credit Party, such Credit Party shall be the continuing or surviving Person); (c) a Domestic Subsidiary Credit Party (other than a BorrowerIHS) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any Guarantor of Paymentother Credit Party; (d) a Borrower Non-Credit Party may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) 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 SubsidiaryCompany; (e) any Company (other than IHS) may be liquidated or dissolved so long as (i) if such Company is a Credit Party, its assets are distributed to a Credit Party; and (ii) notice of such liquidation or dissolution is provided to Agent and the Lenders with the Compliance Certificate delivered for the fiscal quarter of IHS in which such liquidation or dissolution occurred; (f) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary 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 (ii) in connection with the winding up 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 another Companysubsection (h) hereof); (g) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof; and (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset effect a Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) listed on Schedule 5.12 hereof, applied as a prepayment of the Term Loan.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) ), or (ii) any one or more Guarantors of Payment; (b) GSNY a Borrower may merge with Gibraltar another Borrower (provided that Gibraltar that, if Hawk is one of such Borrowers, Hawk shall be the continuing or surviving Person); (c) a Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any Guarantor of Payment; (d) a Borrower Credit Party may sell, lease, transfer or otherwise dispose of any of its assets to another BorrowerCredit Party; (d) a Foreign Subsidiary may merge with a Credit Party, provided that the Credit Party shall be the continuing or surviving Person; (e) a Domestic Foreign Subsidiary (other than a Credit Party) may merge with any other Foreign Subsidiary, or may sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic SubsidiaryCompany; (f) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business; (g) a Company may enter into sale and leaseback transactions, provided that (i) the aggregate proceeds of its assets all such sale-leaseback transactions by all Companies shall not exceed One Million Dollars ($1,000,000), (ii) each such sale shall be in an amount at least equal to another Companythe fair market value thereof, and (iii) such leaseback transaction shall be subject to and count against the limitation set forth in Section 5.8(b) hereof; (h) a Company Borrowers may sell Auto Program OEM Receivables sell, lease or otherwise dispose of the assets or stock of Hawk Motors, Inc. and any Foreign Subsidiaries organized in Mexico, in whole or in part, for consideration in an amount determined to an Auto Program Purchaser pursuant to, and be commercially reasonable by Hawk in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreementexercise of its good faith business judgment; and (i) if provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days exist prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officeror, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transactionsale, thereafter shall begin to exist; (i) Foreign Subsidiaries may sell or otherwise transfer Accounts with respect to factoring arrangements; (j) Borrowers may sell Accounts owing by Account Debtors organized outside of the United States or Canada which are insured by the Export Import Bank of the United States; provided that the documentation and any procedure which may be required for release of Lender’s security interest in such Accounts is reasonably satisfactory to Lender; (k) the Companies may sell, lease or otherwise dispose of assets, not otherwise permitted by this Section 5.12, to be any Person for consideration in form an amount not less than the fair market value thereof, having an aggregate book value when taken as a whole not exceeding One Million Dollars ($1,000,000) during any fiscal year of Hawk, and substance acceptable so long as no Default or Event of Default shall exist prior to Agent and certified by a Financial Officeror, after giving pro forma effect to such sale, thereafter shall begin to exist; and (ivl) Acquisitions may be effected in accordance with the proceeds provisions of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) 5.13 hereof, applied as a prepayment of the Term Loan.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of businessbusiness (for the avoidance of doubt, ordinary course of business shall include sales of Invoice Accelerator Product Assets by a Company, which shall not be restricted under this Section 5.12), except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) (i) a Domestic Subsidiary (other than a Borrower) Company may merge with (iA) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (iiB) any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar Payment (provided that Gibraltar at least one Guarantor of Payment shall be the continuing or surviving Person), and (ii) a Credit Party may sell, lease or otherwise transfer any or all of its assets to a Company that is not a Credit party provided that, with respect to this clause (b), the aggregate fair market value (as determined in good faith by the board of directors of AFV Holdings (or similar governing body)) of all such assets does not exceed One Million Dollars ($1,000,000) during the Commitment Period; (cb) a Domestic Subsidiary (other than a Borrower) Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a any Borrower or (ii) any Guarantor of Payment; (dc) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) a Domestic Subsidiary Company (other than a Credit Party) may (i) merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic SubsidiaryCompany and (ii) may, following the transfer of substantially all of its assets to another Company, voluntarily dissolve or liquidate; (fd) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another that are obsolete or no longer useful in such Company’s business; (he) sale or disposition of the Xxxxxxxx Properties provided that such sale is (i) for fair market value (as determined in good faith by the board of directors of AFV Holdings (or similar governing body)), (ii) no less than one hundred percent (100%) thereof shall be paid in cash or a Company may sell Auto Program OEM Receivables credit resulting in a reduction of the amount required to an Auto Program Purchaser pursuant tobe paid under the real property lease referenced in clause (ii) of the definition of HQ Leases (or as otherwise agreed to by the Administrative Agent in its sole discretion), and (iii) to the extent applicable, after application of any net proceeds from the sale of the Xxxxxxxx Properties attributable to the Xxxxxxxx Properties Priority Parcels to repay the Xxxxxxxx Properties Seller Debt in accordance with the terms ofXxxxxxxx Properties Seller Note, the applicable Auto Program Supplier Purchase Agreementremaining net proceeds shall be applied to repay the Loans outstanding as required by Section 2.12(b)(i) hereof; andor (f) sales or other dispositions of assets (other than the Xxxxxxxx Properties); provided that any such sale is (i) if for fair market value (as determined in good faith by the board of directors of AFV Holdings (or similar governing body)), (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty less than seventy-five percent (8075%) of such consideration consists of cash; the purchase price thereof shall be paid in cash (iior as otherwise agreed to by the Administrative Agent in its sole discretion), and (iii) the cumulative net proceeds thereof shall be applied to repay the Loans outstanding as required by Section 2.12(b)(i) hereof; provided further that the aggregate fair market value (determined under the preceding clause (i)) of the such assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied as a prepayment of the Term Loanany fiscal year.

Merger and Sale of Assets. No Company shall mergeNeither Borrower will, amalgamate without the prior written consent of the Required Lenders, merge or consolidate with any other Person, corporation or sell, lease or transfer or otherwise dispose of all or, during any assets twelve-month period, any part of its assets, to any Person person or entity other than in the ordinary course of business, except thatnor will the Borrowers permit any Credit Party or any Restricted Subsidiary to take any of the above actions; provided that notwithstanding 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, the other Credit Parties and the Restricted Subsidiaries may take the following actions: (ai) a Domestic Subsidiary (other than a Borrower) the Company may merge or consolidate with (i) a Borrower (any of its Subsidiaries provided that such 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 Person) or corporation, (iiiii) any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar shall be the continuing or surviving Person); (c) a Domestic Subsidiary (Credit Party other than a Borrower) may sell, lease, transfer the Company or otherwise dispose of any of its assets to (i) a the Canadian Borrower or (ii) any Guarantor of Payment; (d) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) 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; (f) a Foreign Subsidiary may merge or amalgamate consolidate with another 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, if applicable, a 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, and each Borrower (vii) the Company or any 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 the Canadian Borrower, the Company or the Canadian Borrower, as the case may be, shall be a the continuing or surviving Personcorporation; (gb) a Foreign Any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets Property to another Company; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if a Borrower, (ii) any Guarantor or (iii) any Subsidiary of the 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 have occurred be a Restricted Subsidiary and a Guarantor; (c) Each Borrower may sell, lease, transfer or otherwise dispose of its Property to any 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 continuing a Restricted Subsidiary and a Guarantor; (d) The Borrowers and the Restricted Subsidiaries may sell, lease, transfer or would result therefromotherwise dispose of any of their Property in a transaction constituting an Investment permitted by Section 6.10; (e) The Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of any of Property in the ordinary course of business which Property is obsolete or worn out; (f) The Borrowers and no Material Adverse Effect has occurred the Restricted Subsidiaries may transfer receivables to one or will result therefrommore Permitted Securitization Subsidiaries so long as such transfer is made to consummate a Permitted Securitization Transaction; (g) In addition to amounts covered by subsections (a) through (f) above, the Companies Borrowers and the Restricted Subsidiaries may consummate any Asset Dispositionsell, provided that: lease or transfer (i) Gulf States Tangible Assets with an aggregate fair market value for all such transactions not to exceed $15 million, and (ii) other Property (including Gulf States Tangible Assets) with an aggregate fair market value for all such transactions not to exceed U.S.$25,000,000; and (h) In addition to amounts covered by subsections (a) through (g) above, the consideration for each Borrowers and the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of any of Property; provided that (i) both before and after giving effect to such Asset Disposition represents fair value and any such transaction, the Company has Investment Grade Status from at least eighty percent (80%) of such consideration consists of cash; one Rating Agency and/or or (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower Company shall have delivered to the Administrative Agent (A) an officer’s certificate executed by an Authorized Officera Pro Forma Compliance Certificate demonstrating that, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after upon giving pro forma effect to such transactiontransaction on a Pro Forma Basis, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied Leverage Ratio does not exceed 3.00:1.00 as a prepayment of the Term Loanmost recent fiscal quarter end for which the Administrative Agent has received the information required by subsections (a) through (d) of Section 5.7. provided, however, and notwithstanding the foregoing provisions of this Section 6.4, the Credit Parties shall no under any circumstances sell, transfer or otherwise dispose of the Demopolis IDB Bonds to any Person other than a Credit Party.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a Domestic Subsidiary (Company may merge, amalgamate or consolidate with any other than a Borrower) may merge with Company; provided that (i) if one of such Companies is a Borrower Credit Party, the Credit Party shall be the continuing or surviving Person, (provided that ii) if one of such Companies is a Borrower, a Borrower shall be the continuing or surviving Person, and (iii) or (ii) any if one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar such Companies is DMC Global, DMC Global shall be the continuing or surviving Person); ; (cb) a Domestic Subsidiary (other than a Borrower) Credit Party may sell, lease, transfer or otherwise dispose of any of its assets (including any equity interest of a Subsidiary of DMC) to another Credit Party; (ic) a Borrower or (ii) any Guarantor of Payment; (d) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) a Domestic Subsidiary (other than Company that is not a Credit Party) Party may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary; Company; (fd) a Foreign Subsidiary Company (other than a Borrower) may merge or amalgamate with another Company be dissolved, provided that, if applicable, such Company is a Credit Party Party, all assets of such Company shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; have been transferred to another Credit Party; (ge) a Foreign Subsidiary Company may sell, lease, transfer or otherwise dispose of any assets that are obsolete or no longer useful in such Company’s business; (f) any disposition (excludingof assets (including any disposition consisting of its any equity interest in any of the Subsidiariesinterests of a Subsidiary of DMC Global) of assets to another Company; (h) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents therefor is not less than the fair market value of the related asset (as determined in good faith by a Financial Officer) and at least eighty percent (80%) of such consideration consists of cash; (ii) after giving effect thereto, the cumulative aggregate fair market value of the assets sold or transferred does as reasonably determined by DMC Global disposed of in all dispositions pursuant to this subpart (f) would not exceed five percent Five Million Dollars (5%$5,000,000) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; DMC Global and Fifteen Million (iii$15,000,000) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000)aggregate, at any time, fifteen percent (15.0%) of Consolidated Total Assets in the aggregate commencing with the First Amendment Effective Date and during the term of this Agreement; provided that the consideration for any disposition shall consist of at least seventy-five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent percent (A75%) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default cash or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial OfficerCash Equivalents payable at closing; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied as a prepayment of the Term Loan.93

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of businessbusiness (for the avoidance of doubt, ordinary course of business shall include sales of Invoice Accelerator Product Assets and Spend Management Product Assets by a Company, which shall not be restricted under this Section 5.12), except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist: (a) (i) a Domestic Subsidiary (other than a Borrower) Company may merge with (iA) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (iiB) any one or more Guarantors of Payment; (b) GSNY may merge with Gibraltar Payment (provided that Gibraltar at least one Guarantor of Payment shall be the continuing or surviving Person), and (ii) a Credit Party may sell, lease or otherwise transfer any or all of its assets to a Company that is not a Credit party provided that, with respect to this clause (ii), the aggregate fair market value (as determined in good faith by the board of directors of Parent (or similar governing body)) of all such assets does not exceed Ten Million Dollars ($10,000,000) during the Commitment Period; (cb) a Domestic Subsidiary (other than a Borrower) Company may sell, lease, transfer or otherwise dispose of any of its assets to (i) a any Borrower or (ii) any Guarantor of Payment; (dc) a Borrower may sell, lease, transfer or otherwise dispose of any of its assets to another Borrower; (e) a Domestic Subsidiary Company (other than a Credit Party) may (i) merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic SubsidiaryCompany and (ii) may, following the transfer of substantially all of its assets to another Company, voluntarily dissolve or liquidate; (fd) a Foreign Subsidiary may merge or amalgamate with another Company provided that, if applicable, a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another that are obsolete or no longer useful in such Company’s business; (he) a Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant to, and consummate the buy-out of the HQ Lease and/or purchase of the premises that are the subject of the HQ Lease for fair market value (as determined in accordance with good faith by the terms of, board of directors of Parent (or similar governing body)); (f) sale or disposition of the applicable Auto Program Supplier Purchase Agreement; and Xxxxxxxx Properties provided that such sale is (i) if no Default for fair market value (as determined in good faith by the board of directors of Parent (or Event of Default shall have occurred and be continuing or would result therefromsimilar governing body)), and (ii) no Material Adverse Effect has occurred less than one hundred percent (100%) thereof shall be paid in cash or will result therefrom, a credit resulting in a reduction of the Companies may consummate amount required to be paid under the real property lease referenced in clause (ii) of the definition of HQ Leases (or as otherwise agreed to by the Administrative Agent in its sole discretion); or (g) sales or other dispositions of assets (other than the Xxxxxxxx Properties); provided that any Asset Disposition, provided that: such sale is (i) for fair market value (as determined in good faith by the consideration for each such Asset Disposition represents fair value board of directors of Parent (or similar governing body)), and at least eighty (ii) no less than seventy-five percent (8075%) of the purchase price thereof shall be paid in cash (or as otherwise agreed to by the Administrative Agent in its sole discretion); provided further that the aggregate fair market value (determined under the preceding clause (i)) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Twenty-Five Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A25,000,000) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) hereof, applied as a prepayment of the Term Loanany fiscal year.

Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person 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) a 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 Guarantors of Payment; (b) GSNY may merge with Gibraltar (provided that Gibraltar shall be the continuing or surviving Person); (c) a Domestic Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a US Borrower or (ii) any Guarantor of Payment; (dc) a Borrower Company may sell, lease, transfer or otherwise dispose of any assets, so long as (i) the aggregate amount of its 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 another BorrowerAgent 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; (ed) 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; (fe) a Foreign Subsidiary (that is a Credit Party) may merge or amalgamate with another Company Foreign Subsidiary (that is a Credit Party) or US Borrower or a Guarantor of Payment, provided that, if applicable, that such US Borrower or Guarantor of Payment shall be the continuing or surviving Person; (f) 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 and each Borrower shall be a continuing Person, or surviving Person(ii) another Foreign Subsidiary; (g) a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to another Companyany Credit Party; (h) a Foreign Subsidiary (other than a Credit Party) may sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary; (i) any Company may sell Auto Program OEM Receivables to an Auto Program Purchaser pursuant tosell, and 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 a fair market value not materially less than the fair market value of the fixed assets sold or otherwise disposed; and (j) Acquisitions may be effected in accordance with the terms of, the applicable Auto Program Supplier Purchase Agreement; and (i) if no Default or Event provisions of Default shall have occurred and be continuing or would result therefrom, and no Material Adverse Effect has occurred or will result therefrom, the Companies may consummate any Asset Disposition, provided that: (i) the consideration for each such Asset Disposition represents fair value and at least eighty percent (80%) of such consideration consists of cash; (ii) the cumulative aggregate value of the assets sold or transferred does not exceed five percent (5%) of Consolidated Net Worth for all such transactions completed during any fiscal year of Gibraltar; (iii) in the case of any such transaction involving a sale of assets having a value in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the Administrative Borrower shall have delivered to Agent (A) an officer’s certificate executed by an Authorized Officer, which certificate shall contain (1) a description of the proposed transaction, and (2) a certification that no Default, Event of Default or Material Adverse Effect has occurred and is continuing, or would result from consummation of such transaction, and (B) a Borrowing Base Certificate, prepared after giving pro forma effect to such transaction, to be in form and substance acceptable to Agent and certified by a Financial Officer; and (iv) the proceeds of such Asset Disposition are, to the extent required pursuant to Section 2.11(c)(ii) 5.13 hereof, applied as a prepayment of the Term Loan.