Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this (S)8.4, or sell, transfer, convey or lease any assets or group of assets (except (i) sales of equipment in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the (i) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or (ii) in the case of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be a Borrower; (f) a copy of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (h) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such merger.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this (S)8.4Section 7.4, or sell, transfer, convey or lease any assets or group of assets (except (i) sales of equipment in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000business) or sell or assign, with or without recourse, any receivables. The Borrowers Parent may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, with all of the covenants in (S)9 Section 8 hereof on a pro forma historical combined basis as if the transaction occurred on the first day of the date period of consummation measurement, and in the event that the value given in connection with any such acquisition exceeds $20,000,000, including deferred payments and the aggregate amount of all liabilities assumed, the transactionBanks shall have been provided with a Compliance Certificate demonstrating such compliance; (b) at the proposed transaction time of such acquisition, no Default or Event of Default has occurred and is continuing, and such acquisition will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the is predominantly in the same lines of business as the Borrowers, or businesses reasonably related or incidental thereto; (id) the business to be acquired operates predominantly in the continental United States; (e) all of the assets to be acquired shall be placed in owned by an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisitionBorrower, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit on behalf of the LendersBanks or, or (ii) in the case of a stock acquisition, the acquired company shall become, become or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be that is a Borrower; (f) a copy of the purchase agreement, together with all audited (if available, or otherwise unaudited) financial statements received by the Borrowers for any Subsidiary to be acquired or created for the preceding two (2) fiscal years shall have been furnished to the Agents and the LendersBanks; (g) each acquisition of a landfill or a hazardous waste treatment, storage or disposal facility is preceded by the aggregate Parent's standard due diligence practices as set forth in Exhibit E hereto, including a review by a Consulting Engineer (which Consulting Engineer shall not be an affiliate of such Borrower if the cash consideration (or the Dollar Equivalent thereof) to be paid by such Borrower in connection with any one such transaction (acquisition, including deferred payments and the aggregate amount of all Indebtedness assumed liabilities assumed, exceeds $5,000,000), and a copy of the Consulting Engineer's report shall have been furnished to the Banks, if requested; (h) in the case of a hazardous waste treatment, storage, or disposal facility, an appraisal of such facility satisfactory to the Banks shall have been provided to the Banks, and such acquisition shall have been approved in writing by the Banks; (i) the Maturity Date is at least two years subsequent to the date of such acquisition; (j) the cash consideration to be paid by such Borrower in connection therewithwith any such acquisition (including deferred payments and the aggregate amount of all liabilities assumed) does shall not exceed $20,000,00020,000,000 without the consent of the Majority Banks; (k) the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition; and (hl) if such acquisition is made by a merger, such Borrower shall be the aggregate cash consideration (or surviving entity. Any Subsidiary of the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries Parent may merge with any Borrower other than Subsidiary of the Parent, provided that the surviving entity corporation is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such mergerBorrower.

Mergers, Consolidations, Sales. None of the Borrowers shall Not, and not permit any other Loan Party to, (a) be a -------- --------------- ----- party to any merger, consolidation merger or exchange of stockconsolidation, or purchase or otherwise acquire all or substantially all of the assets or stock any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this Person, (S)8.4, or b) sell, transfer, convey or lease all or any substantial part of its assets or group Capital Securities (including the sale of assets (Capital Securities of any Subsidiary) except for (i) sales of equipment inventory in the ordinary course of business or business, (ii) other sales any issuance of assets shares of MOAC’s common Capital Securities pursuant to any employee or director option program, benefit plan or compensation program or (iii) any issuance by a Subsidiary to the Borrowers not to exceed an aggregate book value of $15,000,000Company or another Subsidiary in accordance with Section 11.4, or (c) or sell or assign, assign with or without recourse, recourse any receivables. The Borrowers may , except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary; (ii) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by MOAC into the Company, provided such transaction is approved in advance in writing by Administrative Agent in its sole discretion which will not be unreasonably withheld; (iii) any such purchase or otherwise acquire all other acquisition by the Company or substantially all any domestic Wholly-Owned Subsidiary of the assets or stock ofCapital Securities of any Wholly-Owned Subsidiary; and (iv) any Acquisition by the Company or any domestic Wholly-Owned Subsidiary where: (A) the business or division acquired are for use, or joint venture interest inthe Person acquired is engaged, in the businesses engaged in by the Loan Parties on the Closing Date; (B) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; (C) the aggregate consideration to be paid by the Loan Parties (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such Acquisition (or any series of related Acquisitions) or in the aggregate in any Fiscal Year is less than $10,000,000.00; (D) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.14; (E) in the case of the Acquisition of any Person, the board of directors or similar governing body of such Person has approved such Acquisition; (F) reasonably prior to such Acquisition (and in any event not less than five (5) Business Days), the Administrative Agent shall have received draft copies of each material document, instrument and agreement to be executed in connection with such Acquisition with complete executed copies to be delivered to Administrative Agent by Borrower immediately following closing of the Acquisition, together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired; (G) not less than ten Business Days prior to such Acquisition, the ParentAdministrative Agent and Lenders shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) may merge and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the terms and conditions, including economic terms, of the proposed Acquisition, and the Company’s calculation of pro forma EBITDA relating thereto; (H) the Administrative Agent and Required Lenders shall have approved the Company’s computation of pro forma EBITDA; (I) consents have been obtained in favor of the Administrative Agent and the Lenders to the collateral assignment of rights and indemnities under the related acquisition documents and opinions of counsel for the Loan Parties and (if delivered to the Loan Party) the selling party in favor of the Administrative Agent and the Lenders have been delivered; (J) the provisions of Section 10.10 have been satisfied; (K) simultaneously with any Person provided that the closing of such Acquisition, the target company (if such Acquisition is structured as a purchase of equity) or the Loan Party (if such Acquisition is structured as a purchase of assets or a merger and a Loan Party is the surviving entity) executes and delivers to Administrative Agent (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect such documents necessary to the proposed transaction (including any borrowings made or grant to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the (i) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Administrative Agent for the benefit of the LendersLenders a first priority Lien in all of the assets of such target company or surviving company, and their respective Subsidiaries, each in form and substance satisfactory to Administrative Agent and (b) an unlimited Guaranty of the Obligations, or (ii) at the option of Administrative Agent in the case of Administrative Agent's absolute discretion, a stock acquisitionjoinder agreement satisfactory to Administrative Agent in which such target company or surviving company, the acquired company shall becomeand their respective Subsidiaries becomes a borrower under this Agreement and assumes primary, or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent joint and several liability for the benefit of Obligations; and (L) if the Lenders; (e) in the case of Acquisition is structured as a merger, the Company or such domestic Wholly-Owned Subsidiary is the surviving entity entity. Notwithstanding the foregoing, nothing in this Agreement shall be a Borrower; (f) a copy construed as to prohibit MOAC from selling, issuing or otherwise transferring any of its Capital Securities or otherwise engaging in any of the purchase agreement, together with all financial statements received transactions prohibited by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one this Section 11.5 as long as such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (h) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid result in any consecutive twelve-month period in connection with all such transactions (including the amount a Change of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock Control of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such mergerMOAC.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to Assets and Acquisitions. Merge into or consolidate with any merger, consolidation or exchange of stockother Person, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, permit any other Person to merge into or consolidate with it, or, except as for transfers of accounts receivable pursuant to the Receivables Transfer Program, sell, transfer, lease or otherwise provided dispose of (in this one transaction or in a series of transactions) all or any substantial part of its assets (S)8.4, whether now owned or hereafter acquired) or sell, transfer, convey lease or otherwise dispose of any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets or group of assets any other Person, except that: (except (ia) sales of equipment the Borrower and any Subsidiary may purchase and sell inventory in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; business; (b) the proposed transaction will not otherwise create a Default Borrower may sell all or an part of the outstanding capital stock or assets of Figi's Inc. and/or any of the subsidiaries of Figi's Inc. for consideration at least equal to the fair market value of the capital stock or assets being sold; (c) if immediately after giving effect thereto no Event of Default hereunder; (c) the business to or Default shall have occurred and be acquired involves the continuing (i) all of any wholly owned Subsidiary may (A) merge or consolidate into the Borrower in a transaction in which the Borrower is the surviving corporation or (B) transfer assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or and (ii) in the case of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-any wholly owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be a Borrower; (f) a copy of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (h) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge into or consolidate with or transfer assets to or acquire assets from any Borrower other than the Parent, provided that wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no Person other than the Borrower or a wholly owned Subsidiary receives any consideration; (d) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, the Borrower or any Subsidiary at any time may sell, transfer or otherwise dispose of all or any part of the assets of any Subsidiary (including the outstanding capital stock of which has been pledged such Subsidiary) to any Person, provided that (i) the consideration in respect of such disposition is at least equal to the Managing Agent fair market value of such assets and (ii) the book value of such assets (or capital stock), when added to the aggregate book value of all other assets (or capital stock) previously disposed of pursuant for to this paragraph (d), does not exceed 25% of Consolidated Net Worth at such time (immediately prior to giving effect to such disposition); (e) if at the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) time thereof and immediately after giving effect thereto no Default or Event of Default exists shall have occurred and be continuing and subject to the further conditions set forth below, the Borrower or would exist any Subsidiary may acquire all or any part of the assets or capital stock or equity interest of any other Person or may merge or consolidate with such Person in a transaction in which the Borrower or such Subsidiary is the surviving corporation; provided, however, that prior to the consummation of such transaction, the Borrower shall have provided to the Administrative Agent a certificate in reasonable detail demonstrating that such merger, acquisition, or consolida tion will not, on a pro forma basis, cause a breach of the covenants contained in any of Section 6.01 hereof and will not otherwise cause a breach of any other covenant required to be performed or observed by the Borrower or any Subsidiary hereunder; (f) the Borrower may consummate the tax-free distribution of the Borrower's approximately 83% ownership interest in the capital stock of Metris Companies, Inc.; (g) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, the Borrower may sell, contribute or otherwise dispose of all or a portion of the outstanding capital stock of any of the TV Shopping Companies or their joint ventures; and (h) any Credit Card Bank may sell credit cardholder accounts (and the related Accounts) to such mergerthe Borrower or any wholly owned Subsidiary.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to Assets and Acquisitions. Merge into or consolidate with any merger, consolidation or exchange of stockother person, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, permit any other Person except as otherwise provided in this (S)8.4person to merge into or consolidate with it, or sell, transfer, convey lease or lease otherwise dispose of (in one transaction or in a series of transactions) all or any assets or group 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 any substantial part of the assets of any other person, except that this Section 6.05 shall not prohibit: (ia) sales the purchase and sale of equipment inventory in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) Borrower or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transactionSubsidiary; (b) if at the proposed transaction will not otherwise create a Default or an time thereof and immediately after giving effect thereto no Event of Default hereunder; (c) the business to or Default shall have occurred and be acquired involves the continuing (i) all the merger of any wholly owned Subsidiary into the assets to be acquired Borrower in a transaction in which the Borrower is the surviving corporation and (ii) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary (which shall be placed in an existing a Domestic Subsidiary if the non- surviving person shall be a Domestic Subsidiary) or newly created Subsidiary the dissolution or liquidation of the Parent which is a Borrower wholly owned Subsidiary, and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a U.S. wholly owned Subsidiary receives any consideration; (c) the Acquisition; (d) the acquisition of another person or all or a substantial part of its assets if (i) the acquired person is engaged in the same business as the Borrower or another business reasonably related thereto, and (ii) at the time of and after giving effect to such acquisition, 100% no Event of Default or Default has occurred and is continuing, and (iii) after giving effect to such acquisition, the Borrower shall be in compliance, on a pro forma basis, with Sections 6.10, 6.11, 6.12 and 6.13, and (iv) such acquisition is approved by the board of directors of the stock of which has been or will be pledged acquired person prior to the Managing Agent for commencement of any tender offer or the benefit acquisition by the Borrower of any shares of Capital Stock thereof, and (v) after giving effect to such acquisition, the Borrower controls the dividend policy of the LendersCapital Stock of the acquired person and owns at least 80 percent of the common equity thereof and (vi) (A) on the date of such acquisition and after giving effect thereto the Designated Financial Tests are satisfied on an actual and, unless the Borrower is relying on clause (a)(ii) of the definition of "Designated Financial Tests", pro forma basis, or (iiB) the consideration used consists solely of Capital Stock of the Borrower, or (C) the aggregate consideration paid after the Closing Date for acquisitions (other than acquisitions meeting the requirements of clause (A) or (B) above) is not in excess of $10,000,000; provided, however, that the aggregate consideration paid under this clause (d)(otherwise than in the case form of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary Capital Stock of the Parent and, in Borrower) after the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent Closing Date for the benefit acquisition of persons not incorporated or organized under the laws of the LendersUnited States of America, any State thereof or the District of Columbia shall not in any event exceed $10,000,000 (the foregoing collectively defined as "Permitted Other Acquisitions"); (e) the sale by the Borrower or any Subsidiary of the assets of or Capital Stock in the case of a mergerO/E/N India Ltd., the surviving entity shall be a BorrowerWSNS or Nordco Inc.; and (f) sales or other dispositions by the Borrower or any Subsidiary of assets (other than receivables, except to the extent disposed of incidentally in connection with an asset disposition otherwise permitted hereby), for consideration in an aggregate amount not exceeding $25,000,000; provided, however, that (i) each such disposition shall be for a copy consideration determined in good faith by the board of directors or senior management of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary Borrower to be acquired or created shall have been furnished at least equal to the Agents and fair market value (if any) of the Lenders; asset sold, (gii) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed non-cash consideration included in connection therewith) does the proceeds of any such disposition may not exceed $20,000,000; 20 percent of the fair market value of such proceeds (provided that obligations of the type referred to in clause (a) of the definition of "Permitted Investments" shall not be deemed non-cash proceeds if such obligations are promptly sold for cash and the proceeds of such sale are included in the calculation of Net Proceeds from such sale), (hiii) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with Net Proceeds of all such transactions dispositions under this clause (including the amount of all Indebtedness assumedf) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine shall be applied in accordance with and into one anotherSection 2.13(b), and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United Statesiv) and no Default or Event of Default exists shall have occurred and be continuing immediately prior to or would exist after giving effect to such mergerdisposition.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- ------------------------------ party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this (S)8.4, or sell, transfer, convey or lease any assets or group of assets (except (i) sales of equipment in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,0001,000,000 in any consecutive 12 month period) or sell or assign, with or without recourse, any receivables. The Borrowers Parent or IP Holding Company may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents ------------- Agent and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the the design, manufacture, marketing, or distribution of water filtration products; (id) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisitionParent, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or (ii) in the case of a stock acquisition, the acquired company shall become, or shall be merged with Lenders and which is a Borrower that is a wholly-owned Subsidiary of the Parent andor, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity Parent shall be a Borrowerthe surviving entity; (f) a copy of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents Agent and the Lenders; and (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid by the Parent in connection with any one such transaction (including the amount of all Indebtedness assumed by the Parent in connection therewith) does not exceed $20,000,000; and (h) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such merger.10,000,000

Mergers, Consolidations, Sales. None of the Borrowers shall Not, and not permit any other Loan Party to, (a) be a -------- --------------- ----- party to any merger, consolidation merger or exchange of stockconsolidation, or purchase or otherwise acquire all or substantially all of the assets or stock any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this Person, (S)8.4, or b) sell, transfer, convey or lease all or any substantial part of its assets or group Capital Securities (including the sale of assets (Capital Securities of any Subsidiary) except (i) for sales of equipment Inventory in the ordinary course of business or (ii) other sales of assets by the Borrowers not business; provided, that Xxxxxx Xxxxxxx Enterprises, Inc. shall be permitted to exceed an aggregate book value of $15,000,000) or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of its assets for a sale price of not less than $2,500,000 on substantially the terms and conditions set forth in the Related Agreements, or (c) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary of any Borrower into a Borrower or into any other domestic Wholly-Owned Subsidiary of any Borrower; (ii) any such purchase or other acquisition by any Borrower or any Wholly-Owned Subsidiary of any Borrower of the assets or stock ofCapital Securities of any Wholly-Owned Subsidiary of such Borrower; and (iii) any Acquisition by any Borrower or any Wholly-Owned Subsidiary of any Borrower where (A) the assets acquired (in the case of an asset purchase) are for use, or joint venture interest in, or the Person acquired (in the case of any other Acquisition) is engaged, solely in the businesses engaged in by such Borrower other than or any Wholly-Owned Subsidiary of such Borrower on the Parentdate hereof; (B) may merge with any Person provided that immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; (aC) the Agents aggregate consideration to be paid by such Borrower and its Subsidiaries (including any Debt assumed or issued in connection therewith, the Lenders shall have been provided amount thereof to be calculated in accordance with a Compliance Certificate demonstrating that GAAP) in connection with such Acquisition (or any series of related Acquisitions) is less than $2,000,000 in the aggregate for all such Acquisitions in any Fiscal Year; (D) immediately after giving effect to such Acquisition, the Borrowers are in current pro forma compliance with and, after giving effect to all the proposed transaction (including any borrowings made or to be made financial ratios and restrictions set forth in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transactionSection 11.14; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the (i) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or (iiE) in the case of a stock acquisitionthe Acquisition of any Person, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary Board of the Parent and, in the case Directors of a U.S. stock acquisitionsuch Person has approved such Acquisition; (F) reasonably prior to such Acquisition, the acquired stock Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be pledged to the Managing Agent for the benefit of the Lenders; (e) executed in the case of a merger, the surviving entity shall be a Borrower; (f) a copy of the purchase agreement, connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired; (G) not less than ten Business Days prior to such Acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements received by for the Borrowers most recent 12 month period for any Subsidiary to be acquired or created which they are available and as otherwise available), the terms and conditions, including economic terms, of the proposed Acquisition, and such Borrower's calculation of pro forma EBITDA relating thereto; (H) the Administrative Agent and Required Lenders shall have approved the Borrowers' computation of pro forma EBITDA; (I) consents have been furnished obtained in favor of the Administrative Agent and the Lenders to the Agents collateral assignment of rights and indemnities under the related acquisition documents and opinions of counsel for the Loan Parties and (if delivered to the Loan Party) the selling party in favor of the Administrative Agent and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000Lenders have been delivered; and (hJ) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount provisions of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has Section 10.10 have been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such mergersatisfied.

Mergers, Consolidations, Sales. None of Other than as previously disclosed to ------------------------------ the Borrowers shall Bank in writing, not be a -------- --------------- ----- party to, or permit any Subsidiary to be a party to, any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this (S)8.4Person, or sell, transfer, convey or lease all or any assets or group substantial part of assets (except (i) sales of equipment in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) its assets, or sell or assign, with or without recourse, any receivables. The Borrowers , except (i) the Borrower may purchase sell or otherwise acquire all or substantially all assign any of its receivables in respect of factoring arrangements previously disclosed in writing to the assets or stock of, or joint venture interest in, or Bank and (in the case ii) any Subsidiary of any Borrower other than the Parent) may merge with and into Borrower or any Person other Subsidiary of Borrower, provided that that, with respect to any transaction described in this clause (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewithii), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (bA) the proposed transaction will not otherwise create a Default or an no Event of Default hereunder; shall exist or be created by the consummation of any such merger, (cB) the business to be acquired involves the Bank shall have received forty-five (i45) all days' prior written notice of any such merger, (C) in respect of any such merger between two Subsidiaries of the assets to be acquired Borrower, the surviving entity shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or (ii) in the case of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent andBorrower and (D) the Bank shall have received such agreements, in documents and instruments as the case of a U.S. stock acquisition, Bank reasonably shall require (x) to preserve the acquired stock shall be pledged to the Managing Agent for the benefit validity and priority of the Lenders; (e) Liens in favor of the case of a merger, Bank on the Property transferred to the surviving entity shall be a Borrower; in connection with such merger and (fy) a copy of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (h) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may mergemerger, consolidate or combine with and into one anotherincluding, and the Foreign Borrowers may mergewithout limitation, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit certified copies of the Lenders in the case related plan of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event certificates of Default exists or would exist after giving effect to such merger.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person (except as otherwise provided in this (S)8.4ss.8.4), or sell, transfer, convey or lease any stock or assets or group of assets (except for (i) sales of equipment in the ordinary course of business or and (ii) other sales of other assets by so long as the Borrowers not to exceed an aggregate book value of $15,000,000such assets to be sold, together with the aggregate book value of all other such assets sold by the Borrowers during the term of this Agreement, does not exceed 5% of Consolidated Total Assets at the time of such sale) or sell or assign, with or without recourse, any receivables, provided, however notwithstanding the foregoing so long as no Default or Event of Default has occured and is continuing and the proposed transaction will not otherwise create an Event of Default as a result thereof, the Borrowers shall be permitted (i) simultaneosuly with the consummation of its initial public offering to exchange any of its preferred stock into shares of common stock and (ii) to authorize and issue additional shares of its capital stock. The Borrowers Notwithstanding the foregoing, a Borrower may purchase or otherwise acquire for cash, stock or other consideration all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with class of any Person provided that (a) the Agents and the Lenders Banks shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transactionss.9 hereof; (b) no Event of Default has occurred and is continuing and the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business or assets to be acquired involves the solid waste collection, hauling, recycling or transfer or related businesses; (id) the business or assets to be acquired operates in the United States; (e) all of the assets to be acquired shall be placed in pledged to the Agent for the benefit of the Banks and shall be owned by an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisitionParent, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit on behalf of the LendersBanks and which is a Borrower or, or (ii) in the case of a stock acquisition, the acquired company shall become, become or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be that is a Borrower; (f) a copy of the purchase agreement, together with all audited (if available, or otherwise unaudited) financial statements received by the Borrowers for any Subsidiary business to be acquired or created for the preceding two (2) fiscal years and due diligence summaries shall have been furnished to the Agents Banks, if the purchase price, excluding the payment of all fees and the Lendersexpenses relating to such purchase, exceeds $1,000,000; (g) if such acquisition is made by a merger, such Borrower shall be the aggregate surviving entity; (h) the cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction acquisition (including the aggregate amount of all Indebtedness assumed in connection therewithliabilities assumed) does shall not exceed $20,000,0005,000,000; and (hi) the aggregate cash consideration (Borrower shall provide to the Banks written consent or approval of the Dollar Equivalent thereof) board of directors or equivalent governing body of the entity whose business or assets are to be paid acquired. Notwithstanding the foregoing, no Person may acquire a controlling interest in any consecutive twelve-month period Borrower, nor may a Borrower purchase or otherwise acquire all or substantially all of the assets or stock of any class of another Borrower, in connection with all such transactions (including each case, without the amount prior written consent of all Indebtedness assumed) does not exceed $50,000,000the Banks. The Domestic Borrowers (other than In addition, notwithstanding the Parent) may mergeforegoing, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may no Borrower shall merge with or into any Person except for mergers of a non-Borrower other than the Parent, provided that the surviving entity is into a Borrower as permitted by clause (the stock of which has been pledged to the Managing Agent pursuant for the benefit g) of the Lenders in the case second sentence of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United Statesthis ss.8.4; provided, however, that so long as (x) and no Default or Event of Default exists has occurred and is continuing, or would exist occur after giving effect thereto, and (y) the surviving entity becomes a Borrower hereunder and all assets of such surviving entity are pledged to such mergerthe Agent for the benefit of the Banks, North Country Environmental Services, Inc. may merge with a newly created corporation which is formed solely for the purpose of acquiring the assets of North Country Environmental Services, Inc. only and which is directly or indirectly wholly-owned by the Parent.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person (except as otherwise provided in this (S)8.48.4), or sell, transfer, convey or lease any stock or assets or group of assets (except for (i) sales of equipment in the ordinary course of business or and (ii) other sales of other assets by so long as the Borrowers not to exceed an aggregate book value of $15,000,000such assets to be sold, together with the aggregate book value of all other such assets sold by the Borrowers during the term of this Agreement, does not exceed 5% of Consolidated Total Assets at the time of such sale) or sell or assign, with or without recourse, any receivables, provided, however notwithstanding the foregoing so long as no Default or Event of Default has occurred and is continuing and the proposed transaction will not otherwise create an Event of Default as a result thereof, the Borrowers shall be permitted (i) simultaneously with the consummation of its initial public offering to exchange any of its preferred stock into shares of common stock and (ii) to authorize and issue additional shares of its capital stock. The Borrowers Notwithstanding the foregoing, a Borrower may purchase or otherwise acquire for cash, stock or other consideration all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with class of any Person provided that (a) the Agents and the Lenders Banks shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction acquisition (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction9 hereof; (b) no Event of Default has occurred and is continuing and the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business or assets to be acquired involves the solid waste collection, hauling, recycling or transfer or related businesses; (id) the business or assets to be acquired operates in the United States; (e) all of the assets to be acquired shall be placed in pledged to the Agent for the benefit of the Banks and shall be owned by an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisitionParent, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit on behalf of the LendersBanks and which is a Borrower or, or (ii) in the case of a stock acquisition, the acquired company shall become, become or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be that is a Borrower; (f) a copy of the purchase agreement, together with all audited (if available, or otherwise unaudited) financial statements received by the Borrowers for any Subsidiary business to be acquired or created for the preceding two (2) fiscal years and due diligence summaries shall have been furnished to the Agents Banks, if the purchase price, excluding the payment of all fees and the Lendersexpenses relating to such purchase, exceeds $1,000,000; (g) if such acquisition is made by a merger, such Borrower shall be the aggregate surviving entity; (h) the cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction acquisition (including the aggregate amount of all Indebtedness assumed in connection therewithliabilities assumed) does shall not exceed $20,000,00010,000,000; and and (hi) the aggregate cash consideration (Borrower shall provide to the Banks written consent or approval of the Dollar Equivalent thereof) board of directors or equivalent governing body of the entity whose business or assets are to be paid acquired. Notwithstanding the foregoing, no Person may acquire a controlling interest in any consecutive twelve-month period Borrower, nor may a Borrower purchase or otherwise acquire all or substantially all of the assets or stock of any class of another Borrower, in connection with all such transactions (including each case, without the amount prior written consent of all Indebtedness assumed) does not exceed $50,000,000the Banks. The Domestic Borrowers (other than In addition, notwithstanding the Parent) may mergeforegoing, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may no Borrower shall merge with or into any Person except for mergers of a non-Borrower other than the Parent, provided that the surviving entity is into a Borrower as permitted by clause (the stock of which has been pledged to the Managing Agent pursuant for the benefit g) of the Lenders in the case second sentence of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United Statesthis 8.4; provided, however, that so long as (x) and no Default or Event of Default exists has occurred and is continuing, or would exist occur after giving effect thereto, and (y) the surviving entity becomes a Borrower hereunder and all assets of such surviving entity are pledged to such mergerthe Agent for the benefit of the Banks, North Country Environmental Services, Inc. may merge with a newly created corporation which is formed solely for the purpose of acquiring the assets of North Country Environmental Services, Inc. only and which is directly or indirectly wholly-owned by the Parent.

Mergers, Consolidations, Sales. None Neither the Parent nor any of the Borrowers its Subsidiaries shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership partnership, membership, or joint venture interest in, any other Person except as otherwise provided in (S)10.3 or this (S)8.4S)10.4, or sell, transfer, convey or lease any assets or group of assets (except (i) sales of equipment and inventory in the ordinary course of business or and (ii) any other sales sale or sale/leaseback of assets by the Borrowers not to exceed an aggregate book value of $15,000,000five percent (5%) or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the (i) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, if required by (S)7.16 hereof, or (ii) in the case of a stock acquisition, the acquired company company, if required by (S)7.16 hereof, shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be a Borrower, if required by (S)7.16 hereof; (f) a copy of the purchase agreement, together with all financial statements received by the Borrowers Parent or its Subsidiaries for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness Indebtedness, including, without limitation, any notes, or puts payable in cash with respect to any securities issued as consideration for any such transaction, assumed in connection therewith) does not exceed (i) $20,000,000250,000,000, if, after giving effect to the proposed acquisition, the Leverage Ratio would be less than 2.75:1, or (ii) $200,000,000 in all other cases, expressing all amounts denominated in currencies other than Dollars at their Dollar Equivalent; and (h) the aggregate cash consideration acquisition shall have been approved by the board of directors of the corporation to be acquired prior to the commencement of (i) any tender offer for, or the Dollar Equivalent thereof) acquisition by the Parent or any of its Subsidiaries of, any shares of the corporation to be paid in acquired, or (ii) any consecutive twelve-month period in connection with all such transactions (including proxy solicitation of the amount shareholders of all Indebtedness assumed) does not exceed $50,000,000the corporation to be acquired. The Domestic U.S. Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign International Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic U.S. Borrower or and an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists or would exist after giving effect to such merger.

Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to Assets and Acquisitions. Merge into or consolidate with any merger, consolidation or exchange of stockother person, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, permit any other Person except as otherwise provided in this (S)8.4person to merge into or consolidate with it, or sell, transfer, convey lease or lease otherwise dispose of (in one transaction or in a series of transactions) all or any assets or group substantial part of its assets (whether now owned or hereafter acquired) or any Capital Stock of the Borrower or any other Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that this Section 6.05 shall not prohibit: (ia) sales the purchase and sale of equipment inventory in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) Borrower or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transactionSubsidiary; (b) if at the proposed transaction will not otherwise create a Default or an time thereof and immediately after giving effect thereto no Event of Default hereunder; (c) the business to or Default shall have occurred and be acquired involves the continuing (i) all the merger of any wholly owned Subsidiary into the assets to be acquired Borrower in a transaction in which the Borrower is the surviving corporation and (ii) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary (which shall be placed in an existing a Domestic Subsidiary if the non- surviving person shall be a Domestic Subsidiary) or newly created Subsidiary the dissolution or liquidation of the Parent which is a Borrower wholly owned Subsidiary, and, in the case of each of clauses (i) and (ii), no person other than the Borrower or a U.S. wholly owned Subsidiary receives any consideration; (c) the acquisition of another person or all or a substantial part of its assets if (i) the acquired person is engaged in the same business as the Borrower or another business reasonably related thereto, and (ii) at the time of and after giving effect to such acquisition, 100% no Event of Default or Default has occurred and is continuing, and (iii) after giving effect to such acquisition, the Borrower shall be in compliance, on a pro forma basis, with Sections 6.10, 6.11 and 6.12, and (iv) such acquisition is approved by the board of directors of the stock of which has been or will be pledged acquired person prior to the Managing Agent for commencement of any tender offer or the benefit acquisition by the Borrower of any shares of Capital Stock thereof, and (v) after giving effect to such acquisition, the Borrower controls the dividend policy of the LendersCapital Stock of the acquired person and owns at least 80 percent of the common equity thereof and (vi) (A) on the date of such acquisition and after giving effect thereto the Designated Financial Tests are satisfied on an actual and, unless the Borrower is relying on clause (a)(ii) of the definition of "Designated Financial Tests", pro forma basis, or (B) the aggregate consideration paid after the Closing Date for acquisitions (other than acquisitions meeting the requirements of clause (A) above) is not in excess of $10,000,000; provided, however, that the aggregate consideration paid under this clause (c) after the Closing Date for acquisition of persons not incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia shall not in any event exceed $10,000,000 (the foregoing collectively defined as "Permitted Other Acquisitions"); (d) sales or other dispositions by the Borrower or any Subsidiary of assets (other than receivables, except to the extent disposed of incidentally in connection with an asset disposition otherwise permitted hereby), for consideration in an aggregate amount not exceeding $25,000,000; provided, however, that (i) each such disposition shall be for a consideration determined in good faith by the board of directors or senior management of the Borrower to be at least equal to the fair market value (if any) of the asset sold, (ii) the aggregate amount of all non-cash consideration included in the case proceeds of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary any such disposition may not exceed 20 percent of the Parent and, fair market value of such proceeds (provided that obligations of the type referred to in clause (a) of the definition of "Permitted Investments" shall not be deemed non-cash proceeds if such obligations are promptly sold for cash and the proceeds of such sale are included in the case calculation of a U.S. stock acquisitionNet Proceeds from such sale), (iii) the acquired stock shall be pledged to the Managing Agent for the benefit aggregate Net Proceeds of the Lenders; (e) in the case of a merger, the surviving entity shall be a Borrower; all such dispositions under this clause (f) a copy of the purchase agreementshall be applied in accordance with Section 2.13(b), together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (hiv) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in any consecutive twelve-month period in connection with all such transactions (including the amount of all Indebtedness assumed) does not exceed $50,000,000. The Domestic Borrowers (other than the Parent) may merge, consolidate or combine with and into one another, and the Foreign Borrowers may merge, consolidate, or combine with and into one another. The Excluded Subsidiaries may merge with any Borrower other than the Parent, provided that the surviving entity is a Borrower (the stock of which has been pledged to the Managing Agent pursuant for the benefit of the Lenders in the case of a merger involving a Domestic Borrower or an Excluded Subsidiary organized within the United States) and no Default or Event of Default exists shall have occurred and be continuing immediately prior to or would exist after giving effect to such mergerdisposition.