Common use of Mergers, Consolidations, Sales of Assets and Acquisitions Clause in Contracts

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that (i) any Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex in a transaction in which Terex is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part substantially all of its the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(Aii) Terex the Borrower and any Restricted wholly owned Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation make Permitted Acquisitions and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Ax) any wholly owned Subsidiary (other than Finsub) may merge into Terex or consolidate with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and (except in the case of Permitted Acquisitions) no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; provided that, that if (x) any such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and merger described in this clause (y) if shall involve a Domestic Subsidiary, the transferor surviving entity of such capital stock or such assets is a Guarantor, then the recipient thereof merger shall be a Domestic Subsidiary and (z) Holdings may merge with or become into the Borrower in a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where transaction in which no person other than Terex Holdings or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary Borrower receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% other than, in the case of the capital stock ofstockholders of Holdings, consideration consisting solely of the Equity Interests of the surviving corporation (following which all references to Holdings or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any the Borrower shall mean the survivor of such merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; consideration (provided thatthat if any party to any such transaction is a Loan Party, if the surviving entity of such transaction shall be a Loan Party), (xC) such capital stock any Foreign Subsidiary may merge into or such consolidate with any other Foreign Subsidiary, (D) any Subsidiary may be liquidated, wound up or dissolved, or all or any part of its business, property or assets being may be conveyed, sold, leased, transferred is capital stock or otherwise disposed of, in one transaction or assets ofa series of transactions, a Guarantor, then the recipient thereof shall be to Borrower or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantorany wholly-owned Subsidiary, (E) Terex any Foreign Subsidiary may be liquidated, wound up or dissolved, or all or any Subsidiary part of its business, property or assets may transfer not less than 100% be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of the capital stock of a Foreign Subsidiary Issuer transactions, to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any considerationSubsidiary, (F) any Second-Tier Foreign Subsidiary the Borrower and the Subsidiaries may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration make Permitted Acquisitions and (G) Terex or Holdings and the Subsidiaries may engage in any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)Permitted Reorganization.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sellliquidate or dissolve, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that for (i) any Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may the purchase and sell sale by the Borrower or any Subsidiary of inventory or the Disposition of obsolete or worn-out assets, assets that are no longer useful or scrap, in each case in the ordinary course of business, (ii)(Aii) Terex the sale or discount by the Borrower or any Subsidiary, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any Restricted bulk sale or financing transaction), (iii) sales of accounts receivable or interests therein and other customary assets in Securitization Transactions permitted under Section 6.01(k), (iv) the Disposition by any Subsidiary that is not a Loan Party of its assets that do not constitute Collateral in connection with a foreclosure by the applicable lenders with respect to any Indebtedness of such Subsidiary to the extent that such assets are collateral security for such Indebtedness, (v) the licensing of intellectual property in the ordinary course of business, (vi) the settlement, release or surrender of tort or other than an Inactive Subsidiary) may sell Program Receivables to Finsub litigation claims and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiivii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (Ax) the merger or consolidation of any wholly wholly-owned Subsidiary (other than Finsub) may merge into Terex or with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) the merger or consolidation of any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary (provided that (A) the Borrower shall own, directly or indirectly, beneficially and no person other than Terex or of record, Equity Interests representing a wholly owned Restricted Subsidiary receives any consideration; provided that, if either percentage of the wholly aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interest in such surviving Subsidiary that is equal to or greater than the percentage of the aggregate ordinary voting power and the aggregate equity value represented by the issued and outstanding Equity Interests that were owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party immediately prior to such merger or consolidation, Terex shall be directly or indirectly, beneficially and of record, by the surviving corporationBorrower in such other merged or consolidated Subsidiary, and (yB) if any wholly owned Restricted Subsidiary that party to any such transaction is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted AcquisitionLoan Party, then the surviving entity of such transaction shall be or become a GuarantorLoan Party, (C) if any party to any such transaction is a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (D) Terex or if any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex the Borrower or a wholly wholly-owned Subsidiary receives any consideration; provided thatconsideration in connection with such transaction, such transaction shall comply with the provisions of Section 6.04, if (xapplicable) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (yz) if Permitted Acquisitions or other Investments by the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex Borrower or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets are expressly permitted by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge Merge, consolidate or amalgamate with or into or consolidate with any other personPerson, or permit any other person Person to merge merge, consolidate or amalgamate with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of substantially all its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other personPerson or line of business, unit or division of such Person, except that (i) any Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (of the Borrower or any other than Finsub) Person may merge be merged, consolidated or amalgamated with or into Terex in a transaction in which Terex is the Borrower; provided that the Borrower shall be the continuing or surviving corporationPerson, (B) any wholly owned Restricted Subsidiary Company (other than Finsubthe Borrower) may merge merge, consolidate or amalgamate with or into or consolidate with any other wholly owned Subsidiary Company or any other Person (or dispose of all or substantially all of its business units, assets and other properties) in a transaction in which the surviving entity is or becomes a wholly owned Restricted Subsidiary of a Company (and no person in the case of any merger, consolidation, amalgamation or disposition involving one or more Subsidiary Guarantors or other Guarantors, a Subsidiary Guarantor (or, in the case of any other Guarantor, a Subsidiary Guarantor or other Guarantor) shall be the continuing or surviving entity or the Person formed by or surviving any such merger, consolidation, amalgamation, or disposition (if other than Terex a Subsidiary Guarantor or other Guarantor as the case may be) shall execute a wholly owned Restricted supplement to the Guarantee and any applicable Security Documents), (C) any Company (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (D) any Company (other than the Borrower) may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary receives any consideration; (provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation Company is a Subsidiary Guarantor or other Guarantor, then the surviving entity shall be or become a Guarantor, (C) transferee in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporationBorrower or another Subsidiary Guarantor (or, and (y) if in the case of any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a other Guarantor, (Da Subsidiary Guarantor or other Guarantor)) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or the Borrower and any Subsidiary of any Company may transfer not less than 100% effect any Permitted Acquisitions or Pending Acquisitions in accordance with Section 6.03(h) or 6.03(x) (which, for the avoidance of the capital stock of doubt, may be effected as a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any considerationmerger, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any mergeramalgamation, consolidation or transfer acquisition of assets by all or between Terex substantially all assets). Notwithstanding the foregoing, no Company nor any Subsidiary of any Company (other than First Allied and its Subsidiaries) may merge, consolidate or a Restricted Subsidiary, on amalgamate with or into First Allied or any of its Subsidiaries until such time as the one hand, and an Unrestricted Subsidiary, on the other hand, First Allied Repayment shall be subject to the limitation set forth in Section 6.04(l)have occurred.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into into, or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) ), or issue, sell, transfer or otherwise dispose of any capital stock Equity Interests of the Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that person or any division or business unit of any other person unless (i) the Borrower or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of, and (ii) at least 75% of the consideration therefor received by the Borrower and or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that (x) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary of the Borrower (other than an Inactive Subsidiary or Finsubliabilities that are by their terms subordinated to the Loans) may purchase and sell inventory in that are assumed by the ordinary course transferee of businessany such assets, (ii)(Ay) Terex and any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary of the Borrower from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt thereof (other than an Inactive Subsidiaryto the extent of the cash received) may sell Program Receivables to Finsub and (Bz) Finsub may sell Program Receivables any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Borrower), taken together with all others Designated Non-cash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed the Receivables Program Documentation greater of 3.0% of Consolidated Total Assets and (iii) if $100 million at the time thereof of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and immediately after without giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex to subsequent changes in a transaction in which Terex is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(dvalue), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other handeach case, shall be subject deemed to be Cash Equivalents for the limitation set forth in purposes of this Section 6.04(l).6.05; and provided, further, that this Section 6.05 shall not prohibit:

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with itit (other than the Merger), or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of Polo Holdings or any capital stock the Borrower or less than all the Equity Interests of any other Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any Polo Holdings, the Borrower and any Restricted other Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory Time Share Interests in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (Aw) the Borrower may merge, liquidate, reorganize or otherwise be restructured into a newly-formed Subsidiary in a transaction the purpose of which is to re-organize the Borrower as a limited liability company; provided that (1) such transaction (or series of transactions) does not result in a material increase in the Tax obligations payable in cash (on a consolidated basis) for Holdings, Polo Holdings, the Borrower, each Subsidiary of the Borrower and the holders of Equity Interests in Holdings and (2) immediately following such transaction, the Borrower is in compliance with all requirements of the Guarantee and Collateral Agreement and has satisfied its obligations under Section 5.12 (including the execution of any further documents, financing statements, agreements and instruments, and the taking of all other actions, that may be reasonably requested by the Required Lenders, the Administrative Agent or the Collateral Agent), (x) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) of the Borrower may merge into or consolidate with any other wholly owned Subsidiary of the Borrower in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary of the Borrower and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; consideration (provided thatthat if any party to any such transaction is a Loan Party, if (x) the surviving entity of such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof transaction shall be or become a Guarantor, Loan Party) and (yz) if the transferor of such capital stock or such assets is a Guarantor, then Borrower and the recipient thereof shall be or become a Guarantor, other Subsidiaries (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (FPolo Holdings) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)make Permitted Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any SubsidiarySubsidiary (other than pursuant to any Permitted Interest Transfer, any Permitted Joint Venture or transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (w) the Borrower may merge with any other Person; provided that (1) the Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower including all of the obligations under this Agreement and the other Loan Documents, in a manner reasonably acceptable to the Administrative Agent, and (A2) the Borrower or such continuing or surviving Person, as applicable, remains organized under the laws of the United States, any state thereof or the District of Columbia, (x) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party and no (B) to the extent any person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantorconsideration in connection therewith, then the recipient thereof such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions or become a Guarantorany other investment, loan or advance permitted pursuant to Section 6.04 (including by merger), and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Parent or any capital stock Borrower, or any Equity Interests of any SubsidiaryBorrower, or less than all the Equity Interests of any Subsidiary (other than a Borrower), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any Borrower the Parent and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory machinery, equipment and other tangible assets and Permitted Investments in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (A1) any wholly owned Subsidiary (other than Finsuba Borrower) may merge into Terex consolidate, amalgamate, or purchase or acquire the assets of (or engage in a disposition to) a Loan Party in a transaction in which Terex such Loan Party is the surviving corporation, (B2) any wholly owned Restricted Subsidiary (other than Finsuba Borrower) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Wholly-Owned Subsidiary and no person other than Terex the Parent or a wholly owned Restricted Wholly-Owned Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) consideration other than in connection with any Permitted Acquisition pursuant director’s qualifying shares or shares owned by foreign nationals (provided that if any party to Section 6.04(d)any such transaction is a Loan Party, Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or of such transaction shall be a wholly owned Subsidiary; provided thatLoan Party) and (3) the Loan Parties may make Permitted Acquisitions, (xiii) if Terex is the HMO Subsidiaries and the Insurance Subsidiaries may merge, consolidate, amalgamate, or purchase or acquire the assets of (or engage in a party to such merger disposition to) any other HMO Subsidiary or consolidation, Terex shall be the surviving corporation, Insurance Subsidiary and (yiv) if any wholly owned Restricted Subsidiary that is not a Guarantor merges into Loan Party may merge, consolidate, amalgamate or consolidates with any entity acquired pursuant to such Permitted Acquisition, then purchase or acquire the surviving entity shall be assets of (or become engage in a Guarantor, (Ddisposition to) Terex or any Subsidiary may transfer that is not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)Loan Party.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiarythe Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other personPerson, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A1) any wholly owned Wholly Owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (B2) any wholly owned Restricted Wholly Owned Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Wholly Owned Subsidiary and no person Person other than Terex the Borrower or a wholly owned Restricted Wholly Owned Subsidiary receives any consideration; consideration (provided that, that if either of the wholly owned Subsidiaries any party to any such merger or consolidation transaction is a GuarantorLoan Party, then the surviving entity of such transaction shall be or become a GuarantorLoan Party), (C3) the Borrower and the Subsidiaries may make Permitted Acquisitions and other acquisitions expressly permitted under Section 6.04, (4) the Borrower and the Subsidiaries may engage in any transaction(s) undertaken in good faith to improve the tax efficiency of the Borrower and its Affiliates so long as the Lenders are not adversely affected by such transactions (other than de minimis adverse effects) and (5) the Borrower may, in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided thatan IPO, (x) if Terex is enter into a party transaction by which the Equity Interests in the Borrower are transferred to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary a parent entity that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than will own 100% of the capital stock of, Equity Interests of the Borrower or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor Equity Interests of the Borrower are directly or indirectly acquired (including by way of merger with a parent entity of the Borrower) by a Person described in clause (ii) of the definition of IPO, provided that (A) any such capital stock or such assets is a Guarantor, then the recipient thereof parent entity shall be or become a GuarantorLoan Party by executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of the Administrative Agent on or prior to the date the Equity Interests of the Borrower are so transferred or acquired, (EB) Terex such transfer or any Subsidiary may transfer not less than 100% acquisition of Equity Interests of the capital stock of Borrower shall not constitute a Foreign Subsidiary Issuer to Change in Control and (C) such parent entity shall not engage in any Special Purpose Foreign Holding Subsidiary where no person business activities or have any assets or liabilities other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% its ownership of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% Equity Interests of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, Borrower and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)liabilities incidental thereto.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactionsrelated transactions occurring within any 12 consecutive month period) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactionsrelated transactions occurring within any 12 consecutive month period) all assets that are substantial in relation to the Borrower and the Subsidiaries taken as a whole (including by means of a merger or substantially all of consolidation in which the assets of any other personsurviving person is the Borrower or a Wholly Owned Subsidiary), except that (ia) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) of the Subsidiaries may purchase and sell inventory in the ordinary course of business, (ii)(Ab) Terex the Borrower or any of the Subsidiaries may purchase or license pharmaceutical products from any third party; (c) if (i) at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, and (ii) in the event the aggregate amount of consideration paid exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent calculations demonstrating pro forma compliance with the covenants contained in Sections 6.10, 6.11 and 6.12 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.03(a) or (b), giving effect to such acquisition and the incurrence of any Restricted Subsidiary related Indebtedness as if they had occurred at the beginning of such period, the Borrower or any of the Subsidiaries may acquire assets that are substantial in relation to the Borrower and the Subsidiaries taken as a whole (other than an Inactive including by means of a merger or consolidation in which the surviving person is the Borrower or a Wholly Owned Subsidiary) may sell Program Receivables to Finsub and if the consideration paid in such acquisition consists of one or more of the following: (A) common stock of the Borrower or (B) Finsub may sell Program Receivables cash in an amount equal to proceeds of Indebtedness permitted under Section 6.01(h) or the proceeds of any issuance by the Borrower of its common stock (but only, in the case of clause (B), if such proceeds were received within 12 months prior to such acquisition) or (C) cash or other consideration (but only, in the case of clause (C), if at the time such acquisition is made, the Leverage Ratio shall not be greater than 3.0 to 1.0, on a pro forma basis as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.03(a) or (b), giving effect to such acquisition and the Receivables Program Documentation incurrence of any related Indebtedness as if they had occurred at the beginning of such period (and if the aggregate amount of such cash or other consideration exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent on or prior to the date of the consummation of such acquisition, a certificate setting forth the calculations demonstrating such Leverage Ratio)) and (iiid) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Ai) any wholly owned Wholly Owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, corporation and (Bii) any wholly owned Restricted Wholly Owned Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Wholly Owned Subsidiary and no person other than Terex the Borrower or a wholly owned Restricted Wholly Owned Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; consideration (provided thatthat if any party to any such transaction is a Loan Party, if the surviving entity of such transaction shall be a Loan Party), (xC) such capital stock any Foreign Subsidiary may merge into or such consolidate with any other Foreign Subsidiary, (D) any Subsidiary may be liquidated, wound up or dissolved, or all or any part of its business, property or assets being may be conveyed, sold, leased, transferred is capital stock or otherwise disposed of, in one transaction or assets ofa series of transactions, a Guarantor, then to the recipient thereof shall be Borrower or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantorany wholly-owned Subsidiary, (E) Terex any Foreign Subsidiary may be liquidated, wound up or dissolved, or all or any Subsidiary part of its business, property or assets may transfer not less than 100% be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of the capital stock of a Foreign Subsidiary Issuer transactions, to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any considerationSubsidiary, (F) any Second-Tier Foreign Subsidiary the Borrower and the Subsidiaries may transfer not less than 100% make Permitted Acquisitions, including for purposes of this clause (F), by merger or consolidation of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex Borrower or any wholly owned Restricted Subsidiary where no with or into the Acquired Entity, provided that the Borrower shall be the surviving person other than Terex of any such merger or a wholly owned Restricted Subsidiary receives any consideration consolidation involving the Borrower, and (G) Terex or any Subsidiary may transfer not less than 100% Subsidiaries of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Borrower may engage in any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)Permitted Reorganization.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sellliquidate or dissolve, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that for (i) any Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may the purchase and sell sale by the Borrower or any Subsidiary of inventory or the Disposition of obsolete or worn-out assets, assets that are no longer useful or scrap, in each case in the ordinary course of business, (ii)(Aii) Terex the sale or discount by the Borrower or any Subsidiary, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any Restricted bulk sale or financing transaction), (iii) sales of accounts receivable or interests therein and other customary assets in Securitization Transactions permitted under Section 6.01(k), (iv) the Disposition by any Subsidiary that is not a Loan Party of its assets that do not constitute Collateral in connection with a foreclosure by the applicable lenders with respect to any Indebtedness of such Subsidiary to the extent that such assets are collateral security for such Indebtedness, (v) the licensing of intellectual property in the ordinary course of business, (vi) the settlement, release or surrender of tort or other than an Inactive Subsidiary) may sell Program Receivables to Finsub litigation claims and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiivii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (Ax) the merger or consolidation of any wholly owned Subsidiary (other than Finsub) may merge into Terex or with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) the merger or consolidation of any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary (provided that (A) the Borrower shall own, directly or indirectly, beneficially and no person other than Terex or of record, Equity Interests representing a wholly owned Restricted Subsidiary receives any consideration; provided that, if either percentage of the wholly aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interest in such surviving Subsidiary that is equal to or greater than the percentage of the aggregate ordinary voting power and the aggregate equity value represented by the issued and outstanding Equity Interests that were owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party immediately prior to such merger or consolidation, Terex shall be directly or indirectly, beneficially and of record, by the surviving corporationBorrower in such other merged or consolidated Subsidiary, and (yB) if any wholly owned Restricted Subsidiary that party to any such transaction is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted AcquisitionLoan Party, then the surviving entity of such transaction shall be or become a GuarantorLoan Party, (C) if any party to any such transaction is a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (D) Terex or if any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex the Borrower or a wholly wholly-owned Subsidiary receives any consideration; provided thatconsideration in connection with such transaction, such transaction shall comply with the provisions of Section 6.04, if (xapplicable) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (yz) if Permitted Acquisitions or other Investments by the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex Borrower or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets are expressly permitted by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any SubsidiarySubsidiary (other than pursuant to any Permitted Interest Transfer, any Permitted Joint Venture or transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (w) the Borrower may merge with any other person; provided that (1) the Borrower shall be the continuing and surviving person or the continuing or surviving person shall expressly assume the obligations of the Borrower including all of the obligations under this Agreement and the other Loan Documents, in a manner reasonably acceptable to the Administrative Agent, and (A2) the Borrower or such continuing or surviving person, as applicable, remains organized under the laws of the United States, any state thereof or the District of Columbia, (x) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party and no (B) to the extent any person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantorconsideration in connection therewith, then the recipient thereof such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions or become a Guarantorany other investment, loan or advance permitted pursuant to Section 6.04 (including by merger), and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into into, or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) ), or issue, sell, transfer or otherwise dispose of any capital stock Equity Interests of the Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that person or any division or business unit of any other person unless (i) the Borrower or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of, and (ii) at least 75% of the consideration therefor received by the Borrower and or such Restricted Subsidiary, as the case may be, is in the form of cash equivalents; provided that (x) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary of the Borrower (other than an Inactive Subsidiary or Finsubliabilities that are by their terms subordinated to the Loans) may purchase and sell inventory in that are assumed by the ordinary course transferee of businessany such assets, (ii)(Ay) Terex and any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary of the Borrower from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt thereof (other than an Inactive Subsidiaryto the extent of the cash received) may sell Program Receivables to Finsub and (Bz) Finsub may sell Program Receivables any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Borrower), taken together with all others Designated Non-cash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed the Receivables Program Documentation greater of 3.0% of Consolidated Total Assets and (iii) if $100 million at the time thereof of the receipt of such Designated Non-Cash Consideration (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and immediately after without giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex to subsequent changes in a transaction in which Terex is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(dvalue), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other handeach case, shall be subject deemed to be cash equivalents for the limitation set forth in purposes of this Section 6.04(l).6.05; and provided, further, that this Section 6.05 shall not prohibit:

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part substantially all the assets of its assets the Company or the Subsidiary Borrower (unless, in the case of the Subsidiary Borrower, the Incremental Tranche A Term Loans have been paid in full) (in each such case, whether now owned or hereafter acquired) or any capital stock of any SubsidiarySubsidiary (except as permitted by Section 6.05(b), below), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any Borrower the Company and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Ax) any wholly owned Subsidiary (other than Finsub) subsidiary of the Company may merge into Terex the Company in a transaction in which Terex the Company is the surviving corporation, corporation and (By) any wholly owned Restricted Subsidiary subsidiary of the Company (other than Finsubthe Subsidiary Borrower, unless the Incremental Tranche A Term Loans have been paid in full) may merge into or consolidate with any other wholly owned Subsidiary subsidiary of the Company in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary subsidiary of the Company (and a Loan Party, if the merged subsidiary was a Loan Party) and no person other than Terex the Company or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either subsidiary of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary Company receives any consideration, (Fiii) the Acquisition may be consummated, (iv) the Company and the Subsidiaries may make Permitted Acquisitions (including by way of merger of a person or persons into the Company or a Subsidiary), (v) any Second-Tier Foreign Subsidiary (other than the Subsidiary Borrower, unless the Incremental Tranche A Term Loans have been paid in full) may transfer not less be liquidated if the assets and liabilities of such Subsidiary have been (or as a result of such liquidation are) assigned to and assumed by the Company or another Subsidiary (which must be a Loan Party if the liquidated Subsidiary is a Loan Party) in a manner permitted hereunder, (vi) any Loan Party (other than 100% the Company) may sell, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary of such Loan Party to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration another Loan Party and (Gvii) Terex the Company or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary sell Program Receivables to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one handFinsub, and an Unrestricted Subsidiary, on the other hand, shall be subject Finsub may sell Program Receivables pursuant to the limitation set forth in Section 6.04(l)Receivables Program Documentation.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any SubsidiarySubsidiary (other than pursuant to any Permitted Interest Transfer, any Permitted Joint Venture or transfers of Equity Interests of any Subsidiary to a Credit Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (w) the Borrower may merge with any other person; provided that (1) the Borrower shall be the continuing and surviving person or the continuing or surviving person shall expressly assume the obligations of the Borrower including all of the obligations under this Agreement and the other Loan Documents, in a manner reasonably acceptable to the Administrative Agent, and (A2) the Borrower or such continuing or surviving person, as applicable, remains organized under the laws of the United States, any state thereof or the District of Columbia, (x) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary (provided that (A) if any party to any such transaction is a Credit Party, the surviving entity of such transaction shall be a Credit Party and no (B) to the extent any person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantorconsideration in connection therewith, then the recipient thereof such transaction shall be considered as an investment under the applicable paragraph of Section 6.4) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions or become a Guarantorany other investment, loan or advance permitted pursuant to Section 6.4 (including by merger), and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (B) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex the Borrower or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex the Borrower or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex the Borrower or a wholly owned Subsidiary; provided that, (x) if Terex the Borrower is a party to such merger or consolidation, Terex the Borrower shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) following the initial Powerscreen Borrowing, the Borrower may contribute, or otherwise transfer, all of the equity in Terex Equipment Limited (other than directors' qualifying shares) to Bidco, (E) the Borrower or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex the Borrower or to any wholly owned Domestic Subsidiary where no person other than Terex the Borrower or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (EF) Terex the Borrower or any Subsidiary may transfer not less than 100% of the capital stock of of, or assets of, a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex the Borrower or a wholly owned Subsidiary receives any consideration, (FG) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex the Borrower or any wholly owned Restricted Subsidiary where no person other than Terex the Borrower or a wholly owned Restricted Subsidiary receives any consideration and (GH) Terex the Borrower or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a any Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex the Borrower or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other personPerson, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory and scrap, obsolete, excess and worn out assets in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Av) the ACP Contribution may be made, (w) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (Bx) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Domestic Subsidiary and no person Person other than Terex the Borrower or a wholly owned Restricted Domestic Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (Cy) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary Holdings may acquire or merge into ACP Holdings or consolidate with any entity acquired pursuant to such Permitted Acquisition the Borrower in a transaction in which the Borrower is the surviving entity is Terex or a wholly owned Subsidiary; provided that, corporation (x) if Terex is a party to in the case of any such merger of Holdings into the Borrower) so long as concurrently with any merger of Holdings with and into the Borrower, or consolidation, Terex shall be any merger of Holdings with and into ACP Holdings in which Holdings is not the surviving corporation, ACP Holdings assumes all the obligations of Holdings under this Agreement and the other Loan Documents (y) if any wholly owned Restricted Subsidiary that is including entering into a Guarantor merges into or consolidates with any entity acquired pursuant supplement to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than Pledge Agreement to pledge 100% of the capital stock ofCapital Stock of the Borrower to the Collateral Agent for the benefit of the Secured Parties) and (z) following any merger described in clause (y), ACP Holdings may merge into ACP Products or the Borrower in a transaction in which the Borrower is the surviving corporation (in the case of any such merger of ACP Holdings into the Borrower) so long as concurrently with any merger of ACP Holdings with and into the Borrower, or assets ofany merger of ACP Holdings with and into ACP Products in which ACP Holdings is not the surviving corporation, ACP Products assumes all the obligations of ACP Holdings under this Agreement and the other Loan Documents (including entering into a Domestic Subsidiary supplement to Terex or the Pledge Agreement to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than pledge 100% of the Capital Stock of the Borrower to the Collateral Agent for the benefit of the Secured Parties), (iii) the Borrower and any Subsidiary may make Permitted Acquisitions permitted by Section 6.04(g), (iv) the Borrower and any Subsidiary may make 71 66 Consolidated Capital Expenditures permitted by Section 6.10, (v) the Borrower and any Subsidiary may engage in any Asset Sale of Capital Stock or other assets acquired pursuant to a Permitted Acquisition permitted pursuant to Section 6.04(g), (vi) the Borrower may sell all or any part of the Plant No.1 complex for a purchase price of less than fair market value and (vii) the Borrower may sell all the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock ofAshland, or assets of, a Second-Tier Foreign Subsidiary to Terex Ashland may sell all or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)substantially all its assets.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge The Borrower shall not, and shall not permit any Subsidiary to, merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other personPerson or line of business, unit or division of such Person, except that (i) any Borrower and any Restricted Wholly Owned Subsidiary (other than an Inactive Subsidiary may liquidate, dissolve or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex or consolidate with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (Bii) any wholly owned Restricted Wholly Owned Subsidiary (other than Finsub) may liquidate, dissolve or merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Wholly Owned Subsidiary and no person Person other than Terex the Borrower or a wholly owned Restricted Wholly Owned Subsidiary receives any consideration; consideration (provided that, if either of the wholly owned Subsidiaries any party to any such merger or consolidation transaction is a GuarantorLoan Party, then the surviving entity of such transaction shall be or become a GuarantorLoan Party), (Ciii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in connection with good faith that such liquidation or dissolution is in the best interests of the Borrower, (iv) any Permitted Acquisition pursuant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Section 6.04(d), Terex the Borrower or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; (provided that, (x) if Terex such Subsidiary is a party to Loan Party, the transferee in such merger or consolidation, Terex transaction shall be the surviving corporation, Borrower or another Subsidiary that is a Loan Party and (y) if any wholly owned Restricted such sales, transfers, leases or other dispositions involving a Subsidiary that is not a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity Loan Party shall be or become a Guarantor, made in compliance with Section 6.07) and (Dv) Terex or the Borrower and any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if make (x) such capital stock or such assets being transferred is capital stock ofany acquisition permitted by Section 6.04, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if any sale, lease or other disposition of assets excluded from the transferor definition of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, “Asset Sale” and (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (Fiii) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets Asset Sale permitted by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l6.05(b).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory and scrap, obsolete, excess and worn out assets in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Aw) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (Bx) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Domestic Subsidiary and no person other than Terex the Borrower or a wholly owned Restricted Domestic Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (Cy) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary Holdings may acquire or merge into ACP Holdings or consolidate with any entity acquired pursuant to such Permitted Acquisition the Borrower in a transaction in which the Borrower is the surviving entity is Terex or a wholly owned Subsidiary; provided that, corporation (x) if Terex is a party to in the case of any such merger of Holdings into the Borrower) so long as concurrently with any merger of Holdings with and into the Borrower, or consolidation, Terex shall be any merger of Holdings with and into ACP Holdings in which Holdings is not the surviving corporation, ACP Holdings assumes all the obligations of Holdings under this Agreement and the other Loan Documents (y) if any wholly owned Restricted Subsidiary that is including entering into a Guarantor merges into or consolidates with any entity acquired pursuant supplement to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than Pledge Agreement to pledge 100% of the capital stock ofCapital Stock of the Borrower to the Collateral Agent for the benefit of the Secured Parties) and (z) following any merger described in clause (y), ACP Holdings may merge into ACP Products or the Borrower in a transaction in which the Borrower is the surviving corporation (in the case of any such merger of ACP Holdings into the Borrower) so long as concurrently with any merger of ACP Holdings with and into the Borrower, or assets ofany merger of ACP Holdings with and into ACP Products in which ACP Holdings is not the surviving corporation, ACP Products assumes all the obligations of ACP Holdings under this Agreement and the other Loan Documents (including entering into a Domestic Subsidiary supplement to Terex or the Pledge Agreement to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if (x) such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, (E) Terex or any Subsidiary may transfer not less than pledge 100% of the capital stock Capital Stock of a Foreign Subsidiary Issuer the Borrower to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any considerationthe Collateral Agent for the benefit of the Secured Parties), (Fiii) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration Borrower and (G) Terex or any Subsidiary may transfer not less than 100% make Permitted Acquisitions permitted by Section 6.04(g), (iv) the Borrower and any Subsidiary may make Consolidated Capital Expenditures permitted by Section 6.10 and (v) the Borrower and any Subsidiary may engage in any Asset Sale of the capital stock of, or other assets of, acquired pursuant to a Second-Tier Foreign Subsidiary Permitted Acquisition permitted pursuant to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l6.04(g).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) of Holdings or any capital stock Subsidiary, the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that for (i) the purchase, disposition and sale by Holdings, the Borrower or any Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary of inventory or Finsub) may purchase and sell inventory the licensing of intellectual property in the ordinary course of business, (ii)(Aii) Terex the sale or discount by Holdings, the Borrower or any Subsidiary in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and bulk sale or financing transaction), (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, the sale, transfer, lease, issue or other disposition of any property by (x) any Subsidiary that is not a Loan Party to Holdings or any Subsidiary and (y) any other Loan Party to any other Loan Party; provided, that (A) in the case of clause (y) after giving effect to any such disposition by Borrower, Borrower and the Irish Guarantors retain assets and operations sufficient to contribute at least 70% of consolidated EBITDA for the twelve month period most recently ending and (B) in the case of this clause (iii), the Loan Parties shall have complied with Section 5.09(a) of this Agreement to maintain the Collateral Agent's perfected Lien on any assets transferred to a Loan Party, including, without limitation, ensuring that Collateral Agent has a perfected Lien on any intellectual property that is transferred between or among Loan Parties, (iv) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, the sale, transfer, lease, issue or other disposition of the Non-Core Netg Assets, (v) the sale, transfer, lease or disposition by Holdings or any Subsidiary of any obsolete, surplus, worn out, or no longer useful, property, whether now owned or hereafter acquired, in the ordinary course of business, (vi) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, the sale, transfer, lease, issue or other disposition of any other property by Holdings or any Subsidiary; provided, that (A) such sale, transfer, lease or disposition is for consideration at least 75% of which is cash (and no portion of the remaining consideration shall be in the form of Indebtedness of Holdings, the Borrower or any Subsidiary), (B) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (C) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this clause (vi) shall not exceed $10,000,000 in any fiscal year and (vii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (x) the merger or consolidation of any wholly owned Subsidiary (other than Finsubthe Borrower) may merge into Terex or with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) the merger or consolidation of any wholly owned Restricted Subsidiary (other than Finsubthe Borrower) may merge into or consolidate with any other wholly owned Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; consideration (provided thatthat if any party to any such transaction is (A) a Loan Party, if (x) the surviving entity of such capital stock or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof transaction shall be or become a Guarantor, Loan Party and (yB) if a Domestic Subsidiary, the transferor surviving entity of such capital stock or such assets is a Guarantor, then the recipient thereof transaction shall be or become a Guarantor, (EDomestic Subsidiary) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (Gz) Terex or Permitted Acquisitions by any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l)Loan Party.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all any substantial part of the assets of any other person, except that (i) any the Borrower and any Restricted Subsidiary (other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub business and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (Ax) any wholly owned Subsidiary (other than Finsub) may merge into Terex the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (By) any wholly owned Restricted Subsidiary (other than Finsub) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Subsidiary and no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration; provided that, if either of the wholly owned Subsidiaries party to such merger or consolidation is a Guarantor, then the surviving entity shall be or become a Guarantor, (C) in connection with any Permitted Acquisition pursuant to Section 6.04(d), Terex or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; provided that, (x) if Terex is a party to such merger or consolidation, Terex shall be the surviving corporation, and (y) if any wholly owned Restricted Subsidiary that is a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity shall be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex Borrower or a wholly owned Subsidiary receives any consideration; consideration (provided thatthat if any party to any such transaction is a Loan Party, if the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Acquisitions. (b) Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 75% of which is cash (or the assets are exchanged substantially simultaneously for similar replacement assets), (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed (x) such capital stock $2,500,000 in any fiscal year or such assets being transferred is capital stock of, or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if $10,000,000 in the transferor of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, aggregate (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (F) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation up to $10,000,000 in proceeds from the sale or transfer other disposition by the Borrower of assets the Equity Interests in the ChoiceParts JV held by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, Borrower shall be subject to not be counted for purposes of determining compliance with the limitation limitations set forth in Section 6.04(lthis clause (iii)). SECTION 6.06.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge The Borrower shall not, and shall not permit any Subsidiary to, merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Subsidiaries or any capital stock less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other personPerson or line of business, unit or division of such Person, except that (i) any Borrower and any Restricted Wholly Owned Subsidiary (other than an Inactive Subsidiary may liquidate, dissolve or Finsub) may purchase and sell inventory in the ordinary course of business, (ii)(A) Terex and any Restricted Subsidiary (other than an Inactive Subsidiary) may sell Program Receivables to Finsub and (B) Finsub may sell Program Receivables pursuant to the Receivables Program Documentation and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (A) any wholly owned Subsidiary (other than Finsub) may merge into Terex or consolidate with the Borrower in a transaction in which Terex the Borrower is the surviving corporation, (Bii) any wholly owned Restricted Wholly Owned Subsidiary (other than Finsub) may liquidate, dissolve or merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Restricted Wholly Owned Subsidiary and no person Person other than Terex the Borrower or a wholly owned Restricted Wholly Owned Subsidiary receives any consideration; consideration (provided that, if either of the wholly owned Subsidiaries any party to any such merger or consolidation transaction is a GuarantorLoan Party, then the surviving entity of such transaction shall be or become a GuarantorLoan Party), (Ciii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in connection with good faith that such liquidation or dissolution is in the best interests of the Borrower, (iv) any Permitted Acquisition pursuant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Section 6.04(d), Terex the Borrower or any wholly owned Subsidiary may acquire or merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity is Terex or a wholly owned Subsidiary; (provided that, (x) if Terex such Subsidiary is a party to Loan Party, the transferee in such merger or consolidation, Terex transaction shall be the surviving corporation, Borrower or another Subsidiary that is a Loan Party and (y) if any wholly owned Restricted such sales, transfers, leases or other dispositions involving a Subsidiary that is not a Guarantor merges into or consolidates with any entity acquired pursuant to such Permitted Acquisition, then the surviving entity Loan Party shall be or become a Guarantor, made in compliance with Section 6.07) and (Dv) Terex or the Borrower and any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to any wholly owned Domestic Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided that, if make (x) any acquisition permitted by Section 6.04 (including by means of the merger or consolidation of any Subsidiary with any other Person in order to effect such capital stock or such assets being transferred is capital stock ofacquisition), or assets of, a Guarantor, then the recipient thereof shall be or become a Guarantor, and (y) if any sale, lease or other disposition of assets excluded from the transferor definition of such capital stock or such assets is a Guarantor, then the recipient thereof shall be or become a Guarantor, “Asset Sale” and (E) Terex or any Subsidiary may transfer not less than 100% of the capital stock of a Foreign Subsidiary Issuer to any Special Purpose Foreign Holding Subsidiary where no person other than Terex or a wholly owned Subsidiary receives any consideration, (Fz) any Second-Tier Foreign Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any wholly owned Restricted Subsidiary where no person other than Terex or a wholly owned Restricted Subsidiary receives any consideration and (G) Terex or any Subsidiary may transfer not less than 100% of the capital stock of, or assets of, a Second-Tier Foreign Subsidiary to any Special Purpose Foreign Holding Subsidiary or any Foreign Subsidiary Issuer where no person other than Terex or a wholly owned Subsidiary receives any consideration; provided, however, that any merger, consolidation or transfer of assets Asset Sale permitted by or between Terex or a Restricted Subsidiary, on the one hand, and an Unrestricted Subsidiary, on the other hand, shall be subject to the limitation set forth in Section 6.04(l6.05(b).