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

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all of any division, unit or business of any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (iii) the sale of obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivor, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iii), no person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreement, (iv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (v) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; (c) Dispositions to the Dutch Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary; provided that in the case of any Disposition by a Loan Party, such Disposition shall be to the Dutch Borrower or a Subsidiary Loan Party; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a receivables purchase, securitization or financing facility; (h) Dispositions of property not otherwise permitted under this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect a Permitted Business Acquisition; provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower), the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and cross-licensing arrangements involving any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practice, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with itit (including by division), or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactionstransactions including by allocation of any assets to a series of a limited liability company) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all of any division, unit or business of any other Personperson, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory inventory, in each case, in the ordinary course of business by the Dutch Borrower or any Restricted SubsidiarySubsidiary and sales of Credit Support Assets pursuant to the terms of a Permitted Credit Support Arrangement, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (iii) the sale of obsolete or worn out equipment or other property Dispositions of (x) inventory, goods held for sale or immaterial assets, in each case, in the ordinary course of business by and (y) worn out, obsolete, scrap or surplus assets or assets no longer useful in the Dutch Borrower conduct of the business of the Loan Parties and their Subsidiaries or any Restricted Subsidiary otherwise economically impracticable to maintain, or (iv) the sale of Permitted Investments Cash Equivalents in the ordinary course of business; (b) if at the time thereof and immediately thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Restricted Subsidiary into a the Borrower in a transaction in which such the Borrower is the survivor, (ii) the merger or consolidation of (x) any Restricted Domestic Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party or (iiiy) the merger or consolidation of any Non-U.S. Foreign Subsidiary other than the French Borrower into or with any Non-U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Subsidiary Loan Party Party, and, in the case of each of clauses (i), (ii) and (iiiii), no person other than a the Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower Borrower) in accordance with Section 5.02(a)(ii5.01(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; (c) sales, transfers, leases or other Dispositions to the Dutch Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise); provided, that any sales, transfers, leases or other Dispositions by a Loan Party to a Subsidiary that is not a Loan Party in an amount in excess of $10,000,000 shall not be permitted under this clause (c); (d) any Disposition of Securitization Assets, and to the extent constituting a Disposition, any furnishing of Permitted Securitization Cash Collateral to a Securitization Subsidiary or any other Restricted Subsidiarythe PNC Securitization Parties, in each case, solely to the extent subject to a Qualified Securitization Financing; provided provided, that in the case of any a Disposition by a Loan Partypursuant to the PNC Securitization, such Disposition shall be permitted solely to the Dutch Borrower or a Subsidiary Loan Party; extent such Disposition is prior to the Purchase and Sale Termination Date (d) as defined in the PNC Purchase and Sale and Lease-Back Transactions permitted by Section 6.03Agreement as in effect on the Closing Date); (e) Investments permitted by Section 6.046.04 (other than Section 6.04(v)), Liens permitted by Section 6.02 and Restricted Payments permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a receivables purchase, securitization or financing facility; (h) Dispositions of property not otherwise permitted under this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect a Permitted Business Acquisition; provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower), the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and cross-licensing arrangements involving any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practice, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05.6.02

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Borrower or any Subsidiary or preferred equity interests of the Domestic Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the leasesale of inventory, supplies, materials and equipment and the purchase and sale of inventory contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a any Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a such Borrower or Subsidiary a Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (viv) the liquidation or dissolution (other than the Borrowers) or change in form of entity of the Domestic Borrower or any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Domestic Borrower determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Domestic Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Domestic Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Loan PartyParty in reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed the amounts permitted to be invested in such entities pursuant to Section 6.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding non-cash proceeds) no Default of any or Event all assets sold, transferred, leased or otherwise disposed of Default in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall exist at not exceed, in any fiscal year of the time ofDomestic Borrower, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 755.00% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (Consolidated Total Assets as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) end of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashimmediately preceding fiscal year; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a any Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower)domestic Subsidiary, the surviving or resulting entity shall be a domestic Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Foreign Subsidiary Loan PartyParty that is a Wholly Owned Subsidiary; (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch any Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; and (k) sales, to the extent that such license leases or cross-license does not materially interfere with the ordinary course other dispositions of conduct inventory of the business of the Dutch Domestic Borrower or any of and its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch any Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Domestic Borrower or any of the Subsidiaries. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) the Domestic Borrower shall at all times own, directly or indirectly, at least 85% of the Equity Interests of each other Borrower, in each case, free and clear of any Liens other than the Liens created by the Security Documents, (ii) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f) hereof) unless such disposition is for fair market value, (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d), (f) or (k) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (vii) no sale, transfer or other disposition of assets in excess of $10.0 million shall be permitted by paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (ii) and (iii), the Net Proceeds thereof are applied amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Domestic Borrower’s or such Subsidiary’s most recent balance sheet or in accordance with Section 2.09(c); (mthe notes thereto) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions the Domestic Borrower or any Subsidiary of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either the Domestic Borrower may merge or consolidate with that is assumed by the transferee of any other Person; provided that (A) such Borrower assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Borrower or any Subsidiary or preferred equity interests of the Domestic Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the leasesale of inventory, supplies, materials and equipment and the purchase and sale of inventory contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Domestic Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a any Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a such Borrower or Subsidiary a Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (viv) the liquidation or dissolution (other than the Borrowers) or change in form of entity of the Domestic Borrower or any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Domestic Borrower determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Domestic Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Domestic Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Loan PartyParty in reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of the Domestic Borrower, 3.75% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding non-cash proceeds) no Default of any or Event all assets sold, transferred, leased or otherwise disposed of Default in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall exist at not exceed, in any fiscal year of the time ofDomestic Borrower, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 753.75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (Consolidated Total Assets as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) end of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashimmediately preceding fiscal year; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a any Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower)domestic Subsidiary, the surviving or resulting entity shall be a domestic Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Foreign Subsidiary Loan PartyParty that is a Wholly Owned Subsidiary; (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch any Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; (k) sales, to the extent that such license leases or cross-license does not materially interfere with the ordinary course other dispositions of conduct inventory of the business of the Dutch Domestic Borrower or any of and its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch any Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Domestic Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied and (l) any sale, transfer or other disposition of assets related to Multiphase Power and Processing Technologies, LLC and Dresser-Rand and Enserv Services Sdn. Bnd. in accordance with the constitutive documents related thereto and in an aggregate amount not to exceed U.S.$10 million. Notwithstanding anything to the contrary contained in Section 2.09(c6.05 above, (i) the Domestic Borrower shall at all times own, directly or indirectly, at least 85% of the Equity Interests of each other Borrower, in each case, free and clear of any Liens other than the Liens created by the Security Documents, (ii) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f) hereof) unless such disposition is for fair market value, (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a); , (md), (f) [Reserved]; or (nk) [Reserved]; of this Section 6.05 unless such disposition is for at least 75% cash consideration and (ovii) Dispositions no sale, transfer or other disposition of Unrestricted Subsidiaries; assets in excess of U.S.$10.0 million shall be permitted by paragraph (ph) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Personthis Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (Aii) and (iii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Domestic Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Domestic Borrower or any Subsidiary of the Domestic Borrower that is assumed by the transferee of any such assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge Merge or amalgamate into or consolidate with any other Personperson, or permit any other Person person to merge or amalgamate 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary 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 or any division, unit or business of any other Personperson (including, in each case, pursuant to a Delaware LLC Division), except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower Company or any Restricted Subsidiary and the sale of receivables by any Foreign Subsidiary (other than a Foreign Subsidiary that is a Loan Party (other than the UK Borrower (unless it becomes a borrower under an Incremental European Revolving Facility))) pursuant to non-recourse factoring arrangements in the ordinary course of business of such Foreign Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Dutch Borrower Company or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower Company or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger or Delaware LLC Division of any Restricted Subsidiary (other than a Borrower) into a Borrower the Company in a transaction in which such Borrower the Company is the survivor, (ii) the merger merger, amalgamation, consolidation or consolidation Delaware LLC Division of any Restricted Subsidiary (other than the French Borrower a Borrower) into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person other than a Borrower the Company or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger merger, amalgamation, consolidation or consolidation Delaware LLC Division of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or Party, (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iiCompany or any Borrower) if the Dutch Borrower Company determines in good faith that such liquidation, dissolution or change in form or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the LendersLenders or (v) any Subsidiary may merge, amalgamate or effect a Delaware LLC Division with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan Party if the merging Subsidiary was a Loan Party (and which together with each of its Subsidiaries shall have complied with the requirements of Section 5.10; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower Company or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) ); provided, that any sales, transfers, leases or any other Restricted Subsidiary; provided that in the case of any Disposition dispositions by a Loan Party, such Disposition shall be Party (other than the UK Borrower (unless it becomes a borrower under an Incremental European Revolving Facility)) to the Dutch UK Borrower (unless it becomes a borrower under an Incremental European Revolving Facility) or a Subsidiary that is not a Loan PartyParty in reliance on this paragraph (c) shall be made in compliance with Section 6.07 and shall be included in Section 6.05(g); (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens Permitted Liens, dividends permitted by Section 6.02 6.06 and Restricted Payments permitted by Section 6.06capital expenditures; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (hg) Dispositions sales, transfers, leases, Delaware LLC Divisions or other dispositions of property assets not otherwise permitted under by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided provided, that (i) the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased, Delaware LLC Division or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Company, the greater of (x) $200 million and (y) 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (ii) no Default or Event of Default shall exist at the time of, exists or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and therefrom; (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000immediately after giving effect thereto, the Dutch Borrower Revolving Facility Credit Exposure shall not exceed the Combined Line Cap calculated on a Pro Forma Basis after giving effect to such sale, transfer, lease, Delaware LLC Division or a Restricted Subsidiary shall receive other disposition, and (iv) immediately after giving effect to any such sale, lease, transfer, lease, Delaware LLC Division or other disposition of Accounts or Inventory not less than 75% of such consideration undertaken in the form ordinary course of cash or Permitted Investments; providedbusiness, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for Revolving Facility Credit Exposure shall not exceed the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashCombined Line Cap; (ih) Permitted Business Acquisitions (including any merger merger, amalgamation, consolidation or consolidation Delaware LLC Division in order to effect a Permitted Business Acquisition); provided provided, that following any such merger merger, amalgamation, consolidation or consolidation Delaware LLC Division (i) involving a Borrowerthe Company, such Borrower the Company is the surviving corporation, and (ii) involving a Domestic Subsidiary Loan Party or Canadian Subsidiary (other than the French Canadian Borrower), the surviving surviving, continuing or resulting entity shall be a Subsidiary Loan PartyParty that is a Wholly Owned Subsidiary, (iii) involving a Foreign Subsidiary (other than a Canadian Subsidiary or the UK Borrower), the surviving, continuing or resulting entity shall be a Wholly Owned Subsidiary, (iv) involving the Canadian Borrower, the Canadian Borrower is the surviving or continuing corporation and (v) involving the UK Borrower, the UK Borrower is the surviving or continuing corporation; (i) licensing and crossleases, licenses (on a non-licensing arrangements involving exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any Intellectual Property of the Dutch Borrower real or any Restricted Subsidiary personal property in the ordinary course of business consistent with past practicebusiness; (j) sales, to the extent that such license leases or cross-license does not materially interfere with the ordinary course other dispositions of conduct inventory of the business of the Dutch Borrower or any of Company and its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower Company to be no longer useful or necessary in the operation of the business of the Dutch Borrower Company or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual PropertySubsidiaries; (k) acquisitions and purchases made with the lease, assignment or sublease proceeds of any real or personal property Asset Sale pursuant to the first proviso of paragraph (except Intellectual Propertya) in of the ordinary course definition of business“Net Proceeds”; (l) sales, leases the purchase and sale or other dispositions transfer (including by capital contribution) of inventoryReceivables Assets pursuant to Permitted Receivables Financings; provided, equipment that, after giving effect to each such purchase and sale or other tangible assets (excluding Equity Intereststransfer, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable Borrowers shall be in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance compliance with Section 2.09(c2.11(b); (m) [Reserved]any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the event of a swap with a fair market value in excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (iii) in the event of a swap with a fair market value in excess of $20.0 million, such exchange shall have been approved by at least a majority of the Board of Directors of Holdings or the Company; provided, that (A) the aggregate gross consideration (including exchange assets, other noncash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $200 million and 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom and (C) immediately after giving effect to such exchange, the Revolving Facility Credit Exposure shall not exceed the Combined Line Cap calculated on a Pro Forma Basis after giving effect to such exchange; (n) [Reserved]the sale of assets described on Schedule 6.05; (o) Dispositions of Unrestricted Subsidiaries[reserved]; (p) Dispositions the purchase and sale or other transfer of accounts receivable Receivables Assets in connection with Qualified Receivables Financings;a Permitted Supplier Finance Facility; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrowers shall be in compliance with Section 2.11(b); and (q) so long the RPC Acquisition. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than (x) sales, transfers, leases, licenses or other dispositions to Loan Parties (other than the UK Borrower (unless it becomes a borrower under an Incremental European Revolving Facility)) pursuant to paragraph (c) of this Section 6.05 and (y) the transactions permitted by paragraph (e) of this Section 6.05 (solely with respect to Section 6.04(b)) unless such disposition is for fair market value and (ii) no sale, transfer or other disposition of assets in excess of $15 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii) above, (a) the amount of any liabilities (as no Default exists shown on the Company’s or would result therefromany Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Subsidiary of the Company (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets, either Borrower may merge (b) any notes or consolidate other obligations or other securities or assets received by the Company or such Subsidiary of the Company from such transferee that are converted by the Company or such Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of 3.0% of Consolidated Total Assets and $100 million at the time 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 without giving effect to subsequent changes in value) shall be deemed to be cash. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any Person other Person; provided that than Holdings, the Company or any Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Company in order to evidence the foregoing. Anything contained herein to the contrary notwithstanding, (A) neither the Company nor any other Loan Party shall sell or otherwise dispose of any Inventory or Accounts (other than sales of Inventory in the ordinary course of business and sales of Accounts for collection) if, as a result of such sale or other disposition, the Revolving Facility Credit Exposure would exceed the Combined Line Cap, in each case determined as of the time of such sale or other disposition, and (B) none of the capital stock of any Borrower shall be sold or transferred, nor shall any Borrower enter into any merger, amalgamation or similar transaction in which such Borrower is not the continuing or surviving Person or (B) if the Person formed by or surviving entity, unless in any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), case (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance are assumed by another Borrower on terms reasonably satisfactory acceptable to the Administrative Agent, (2) such event would not result in a Default or an Event of Default, and (3) each Loan Party other than the portion of the Revolving Facility Credit Exposure of the assuming Borrower does not exceed the portion of the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory Borrowing Base attributable to the Administrative Agent, that its Guarantee of, Accounts and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result Inventory of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05assuming Borrower.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will notMerge into, and will not permit any of its Restricted Subsidiaries to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary a Loan Party or preferred equity interests of a Loan Party, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory inventory, supplies, materials and equipment and the purchase and sale of rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Borrower or any Restricted SubsidiaryLoan Party, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiarya Loan Party, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary a Loan Party or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger or consolidation of any Restricted Subsidiary of the Borrower into a the Borrower in a transaction in which such the Borrower is the survivorsurviving entity, (ii) the merger or consolidation of any Restricted Subsidiary other than of the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger merger, amalgamation or consolidation of any Non-U.S. Subsidiary other than of the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iii), no person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreement, (iv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary of the Borrower that is not a Loan Party, or (iv) the liquidation, winding up, or dissolution of any Subsidiary Loan Party of the Borrower or (v) the liquidation or dissolution or change in form of entity of the Borrower or any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders taken as a whole; for the avoidance of doubt it is agreed that [Frank’s International Trinidad Unlimited], [Frank’s International Ecuador, C.A.] and [Frank’s International Venezuela 2] may change their form of entity after the Closing Date; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower or a Subsidiary Loan Party of the Borrower (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of if as a result thereof any Disposition by Subsidiary not previously a Loan PartyMaterial Subsidiary becomes a Material Subsidiary, such Disposition shall be to Subsidiary complies with the Dutch Borrower or a Subsidiary Loan Partyprovisions of Section 5.10(b); (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments dividends permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (hg) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Borrower, 10.0% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; and provided further that after giving effect thereto, no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashoccurred; (ih) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a Borrower, such the Borrower the Borrower is the surviving corporation, corporation and (ii) involving a Subsidiary Loan Party (other than the French Borrower)Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan PartySubsidiary; (i) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower or any Restricted Subsidiary Loan Party in the ordinary course of business consistent with past practicebusiness; and (j) abandonment, to the extent that such license cancellation or cross-license does not materially interfere with disposition of any intellectual property of any Loan Party in the ordinary course of conduct of business. Notwithstanding anything to the business of the Dutch Borrower or any of its Restricted Subsidiaries and contrary contained in Section 6.05 above, (iii) the abandonment Borrower may, so long as no Event of Default shall have occurred and be continuing or other disposition would result therefrom, sell, grant or otherwise issue Equity Interests to members of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries of the Borrower pursuant to stock option, stock ownership, stock incentive or similar plans, (Bii) to the extent that it would not no sale, transfer or other disposition of assets shall be commercially reasonable to obtainpermitted by this Section 6.05 (other than sales, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) salestransfers, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of to the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiariesits Subsidiaries pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a) or (d) of this Section 6.05 unless such disposition is for at least 51% cash consideration and (iv) no sale, transfer or other disposition of assets in excess of U.S. $10,000,000 shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 51% cash consideration; provided that for purposes of clauses (iii) and (iv), the Net Proceeds thereof are applied amount of any secured Indebtedness or other Indebtedness of a Subsidiary of the Borrower that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in accordance with Section 2.09(c); (mthe notes thereto) [Reserved]; (n) [Reserved]; (o) Dispositions that is assumed by the transferee of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower deemed to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Subsidiary or preferred equity interests of the Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory inventory, supplies, materials and equipment and the purchase and sale of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a the Borrower in a transaction in which such the Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a the Borrower or Subsidiary a Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (viv) the liquidation or dissolution (other than the Borrower) or change in form of entity of the Borrower or any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Loan PartyParty in reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of the Borrower, 3.75% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) no Default of any or Event all assets sold, transferred, leased or otherwise disposed of Default in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall exist at not exceed, in any fiscal year of the time ofBorrower, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 753.75% of such consideration in Consolidated Total Assets as of the form end of cash or Permitted Investmentsthe immediately preceding fiscal year; provided, however, provided further that (x) the Net Proceeds thereof are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii2.11(c), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a the Borrower, such the Borrower is the surviving corporation, corporation and (ii) involving a Subsidiary Loan Party (other than the French Borrower)domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan PartyParty that is a Wholly Owned Subsidiary; (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; (k) abandonment, to cancellation or disposition of any intellectual property of the extent that such license or cross-license does not materially interfere with Borrower in the ordinary course of conduct business, (l) the sale of the business facility located at Plaistow, New Hampshire, and (m) sales, leases or other dispositions of inventory of the Dutch Borrower or any of and its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c2.11(c); . Notwithstanding anything to the contrary contained in Section 6.05 above, (mi) [Reserved]; Holdings or the Borrower may, subject to clause (nii) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) and so long as no Event of Default exists shall have occurred and be continuing or would result therefrom, either sell, grant or otherwise issue Equity Interests to members of management of Holdings or the Borrower may merge pursuant to stock option, stock ownership, stock incentive or consolidate with any similar plans, (ii) Holdings shall at all times own, directly or indirectly, at least 80% of the Equity Interests of the Borrower, (iii) no sale, transfer or other Persondisposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f) hereof) unless such disposition is for fair market value, (iv) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d), (f) or (k) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (v) no sale, transfer or other disposition of assets in excess of U.S.$5.0 million shall be permitted by paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (Aiii) and (iv), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of any divisionthe assets, unit or business of a division of, any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iv) leases and subleases in the ordinary course of business by Holdings or any Subsidiary or (ivv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party (iii) the which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in shall be a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party Domestic Subsidiary) and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iia Borrower) if the Dutch Borrower Holdings determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Holdings and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases, issuances or other dispositions to the Dutch Borrower Holdings or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases, issuances or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided, further, that the aggregate gross proceeds of any sales, transfers, leases, issuances or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Domestic Subsidiary Loan Party in reliance upon this paragraph (c) (other than any thereof made by a Foreign Subsidiary Loan Party to another Foreign Subsidiary Loan Party) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of Holdings, 7.5% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments dividends and distributions permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases, issuances (to the extent of property all of the Equity Interests in a Person then owned by Holdings and its Subsidiaries) or other dispositions not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) no Default of any or Event all such sales, transfers, leases, issuances or dispositions made in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of Default shall exist at the time ofHoldings, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 757.5% of such consideration in Consolidated Total Assets as of the form end of cash or Permitted Investmentsthe immediately preceding fiscal year; provided, howeverfurther, that (x) for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii2.11(c), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Domestic Subsidiary Loan Party (other than the French Borrower)Party, the surviving or resulting entity shall be a Domestic Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary Loan Party, the surviving or resulting entity shall be a Foreign Subsidiary Loan Party that is a Wholly Owned Subsidiary; provided, further, that (1) mergers or consolidations in connection with a Permitted Business Acquisition where the acquired Person does not become a Guarantor or the assets acquired are not owned by a Loan Party shall be subject to the limitation set forth in the proviso to Section 6.04(b), and (2) all mergers and consolidations pursuant to this Section 6.05(i) shall be subject to the provisos to Sections 6.04(m) and (o); (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower Company or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; (k) sales, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment leases or other disposition dispositions of Intellectual Property (A) inventory of Holdings and its Subsidiaries determined by the management of Holdings or the Dutch Borrower Company to be no longer useful or necessary in the operation of the business of the Dutch Borrower Holdings or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of businessSubsidiaries; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all the sale of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the performance products business of the Dutch Borrower or any of the SubsidiariesNutrinova; provided that the Net Proceeds thereof of such sale are applied in accordance with Section 2.09(c2.11(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Personthe Designated Asset Sales; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) sales are applied in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their termsaccordance with Section 2.11(c); and (wn) any Disposition (i) the Fraport Transaction, (ii) the sale-leaseback of any asset between facilities acquired or among constructed in replacement of the Restricted Subsidiaries as a substantially concurrent interim Disposition facilities transferred in connection with a Disposition otherwise permitted the Fraport Transaction and (iii) the sale of receivables generated pursuant to the Fraport Transaction. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no action shall be permitted which results in a Change of Control under clause (a) of the definition thereof, (ii) the Company shall at all times own directly (or to the extent all direct and indirect owners of the Equity Interests of CAC (other than the Company) are Domestic Subsidiary Loan Parties, indirectly) 100% of the Equity Interests of CAC, (iii) neither Holdings nor any Subsidiary that owns Equity Interests in any Borrower or in any other Subsidiary that directly owns Equity Interests in any Borrower shall sell, dispose of, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer such Equity Interests in such Borrower or in such Subsidiary, as applicable, (iv) each Foreign Subsidiary that is a Revolving Borrower shall be a Wholly Owned Subsidiary, (v) no sale, transfer, lease, issuance or other disposition shall be permitted by this Section 6.056.05 (other than sales, transfers, leases, issuances or other dispositions to Loan Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f) or (to the extent made to Holdings or a Wholly Owned Subsidiary) (j) hereof) unless such disposition is for fair market value, (vi) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d) or (l) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (vii) no sale, transfer or other disposition of assets in excess of $10.0 million shall be permitted by paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (vi) and (vii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on Holdings’ or such Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or any Subsidiary of Holdings that is assumed by the transferee of any such assets shall be deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of any divisionthe assets, unit or business of a division of, any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iv) leases and subleases in the ordinary course of business by Holdings or any Subsidiary or (ivv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party (iii) the which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in shall be a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party Domestic Subsidiary) and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or Party, (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iia Borrower) if the Dutch Borrower Holdings determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Holdings and is not materially disadvantageous to the LendersLenders or (v) the merger or consolidation of Celanese Holdings, LLC with and into Crystal Holdings 3 LLC (“Crystal 3”), its direct parent, and the immediate subsequent merger of Crystal 3, as surviving entity of such merger, with and into the Company, as described in the Amendment Agreement; provided that, for the avoidance of doubt, there shall be no release of the Guarantee of Celanese Holdings, LLC and Holdings shall have executed the Supplement to the Guarantee and Collateral Agreement as set forth in the Amendment Agreement; (c) Dispositions sales, transfers, leases, issuances or other dispositions to the Dutch Borrower Holdings or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases, issuances or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided, further, that the aggregate gross proceeds of any sales, transfers, leases, issuances or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Domestic Subsidiary Loan Party in reliance upon this paragraph (c) (other than any thereof made by a Foreign Subsidiary Loan Party to another Foreign Subsidiary Loan Party) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of Holdings, 7.5% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.046.04 (including, for the avoidance of doubt, any transfers among Subsidiaries permitted pursuant to paragraphs (u), (v) and (w) of Section 6.04 whether or not meeting the definition of “Investment”), Liens permitted by Section 6.02 and Restricted Payments dividends and distributions permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases, issuances (to the extent of property all of the Equity Interests in a Person then owned by Holdings and its Subsidiaries) or other dispositions not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) no Default of any or Event all such sales, transfers, leases, issuances or dispositions made in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of Default shall exist at the time ofHoldings, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 757.5% of such consideration in Consolidated Total Assets as of the form end of cash or Permitted Investmentsthe immediately preceding fiscal year; provided, howeverfurther, that (x) for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii2.11(c), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Domestic Subsidiary Loan Party (other than the French Borrower)Party, the surviving or resulting entity shall be a Domestic Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary Loan Party, the surviving or resulting entity shall be a Foreign Subsidiary Loan Party that is a Wholly Owned Subsidiary; provided, further, that (1) mergers or consolidations in connection with a Permitted Business Acquisition where the acquired Person does not become a Guarantor or the assets acquired are not owned by a Loan Party shall be subject to the limitation set forth in the proviso to Section 6.04(b), and (2) all mergers and consolidations pursuant to this Section 6.05(i) shall be subject to the provisos to Sections 6.04(m) and (o); (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower Company or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; (k) sales, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment leases or other disposition dispositions of Intellectual Property (A) inventory of Holdings and its Subsidiaries determined by the management of Holdings or the Dutch Borrower Company to be no longer useful or necessary in the operation of the business of the Dutch Borrower Holdings or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of businessSubsidiaries; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all the sale of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the performance products business of the Dutch Borrower or any of the SubsidiariesNutrinova; provided that the Net Proceeds thereof of such sale are applied in accordance with Section 2.09(c2.11(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Personthe Designated Asset Sales; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) sales are applied in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their termsaccordance with Section 2.11(c); and (wn) any Disposition (i) the Fraport Transaction, (ii) the sale-leaseback of any asset between facilities acquired or among constructed in replacement of the Restricted Subsidiaries as a substantially concurrent interim Disposition facilities transferred in connection with a Disposition otherwise permitted the Fraport Transaction and (iii) the sale of receivables generated pursuant to the Fraport Transaction. Notwithstanding anything to the contrary contained in this Section 6.056.05 above, (i) no action shall be permitted which results in a Change of Control under clause (a) of the definition thereof, (ii) the Company shall at all times own directly (or to the extent all direct and indirect owners of the Equity Interests of CALLC (other than the Company) are Domestic Subsidiary Loan Parties, indirectly) 100% of the Equity Interests of CALLC, (iii) neither Holdings nor any Subsidiary that owns Equity Interests in any Borrower or in any other Subsidiary that directly owns Equity Interests in any Borrower shall sell, dispose of, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer such Equity Interests in such Borrower or in such Subsidiary, as applicable, (iv) each Foreign Subsidiary that is a Revolving Borrower shall be a Wholly Owned Subsidiary, (v) no sale, transfer, lease, issuance or other disposition shall be permitted by this Section 6.05 (other than sales, transfers, leases, issuances or other dispositions to Loan Parties pursuant to paragraph (c) hereof and purchases, sales or transfers pursuant to paragraph (f) or (to the extent made to Holdings or a Wholly Owned Subsidiary) (j) hereof) unless such disposition is for fair market value (provided that, for the avoidance of doubt, transfers referred to in paragraphs (u), (v) and (w) of Section 6.04 that are permitted by paragraph (e) of this Section 6.05 need only meet such fair market value requirement when taken as a whole, disregarding intermediate steps, in the case of transfers occurring in multiple steps), (vi) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d) or (l) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (vii) no sale, transfer or other disposition of assets in excess of $10.0 million shall be permitted by paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (vi) and (vii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on Holdings’ or such Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or any Subsidiary of Holdings that is assumed by the transferee of any such assets shall be deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the U.S. Borrower or any Subsidiary or preferred equity interests of Holdings, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Personperson, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch U.S. Borrower or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch U.S. Borrower or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch U.S. Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default or Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of Holdings with the U.S. Borrower, (ii) [reserved], (iii) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (iiiv) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party (iii) the which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in shall be a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party domestic Subsidiary) and, in the case of each of clauses (i), (iiiii) and (iiiiv), no person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (ivv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (vvi) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iia Borrower) if the Dutch U.S. Borrower determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers U.S. Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch U.S. Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be to the Dutch Borrower or a Subsidiary Loan Partymade in compliance with Section 6.07; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments investments expressly permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase, sale or other transfer of accounts receivable and related assets in the ordinary course of business of comparable or greater value or usefulness pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financing; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time of, or would result from, such Disposition 6.05 (other than the note evidencing or any such Disposition made pursuant right to a legally binding commitment entered into at a time when no Default payment in respect of the Intermediate Holdings Loan or Event of Default existed or would have resulted from such Dispositionthe ▇▇▇▇▇ Loan), (ii) provided that such Disposition shall be for no less than sale does not constitute a sale of all or substantially all the Fair Market Value assets of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000Holdings, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch U.S. Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingSubsidiaries, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashtaken as a whole; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower)domestic Subsidiary, the surviving or resulting entity shall be a Domestic Subsidiary Loan Party;Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Foreign Subsidiary Loan Party that is a Wholly Owned Subsidiary; and (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch U.S. Borrower or any Restricted a Subsidiary in the ordinary course of business consistent with past practice, business. Notwithstanding anything to the extent that such license contrary contained above, (i) Holdings shall at all times own, directly or cross-license does not materially interfere with the ordinary course of conduct indirectly, 100% of the business Equity Interests of the Dutch Borrower or any of its Restricted Subsidiaries and U.S. Borrower, (ii) the abandonment [reserved], (iii) each Foreign Subsidiary Borrower and ▇▇▇▇▇ shall be a Wholly Owned Subsidiary, (iv) no sale, transfer or other disposition of Intellectual Property assets shall be permitted by this Section 6.05 (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtainother than sales, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) salestransfers, leases or other dispositions of inventoryto Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, equipment (v) no sale, transfer or other tangible disposition of assets shall be permitted by paragraphs (excluding Equity Interests, assets constituting a business division, unit, line of business, all a) or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility(d) of the Dutch Borrower this Section 6.05 unless such disposition is for at least 75% cash consideration and the Restricted Subsidiaries determined (vi) no sale, transfer or other disposition of assets in excess of $250,000,000 shall be permitted by the management paragraph (h) of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiariesthis Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefromprovided, either Borrower may merge or consolidate with any other Person; provided however, that (A) for purposes of clause (vi) of this sentence, the assumption by the transferee of liabilities associated with the assets subject to any sale, transfer or other disposition shall not be deemed to be consideration paid in respect of such Borrower shall be the continuing or surviving Person or assets and (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws for purposes of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; clauses (v) and (vi) of this sentence, any Designated Non-Cash Consideration received by the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) U.S. Borrower or any Disposition Subsidiary in respect of any asset between such sale, transfer or among other disposition (valued at the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection time of receipt thereof, and without giving effect to any write-downs or write-offs thereof) having an aggregate fair market value, taken together with a Disposition otherwise permitted all other Designated Non-Cash Consideration previously applied pursuant to this clause (B) less the net cash proceeds of any subsequent sale of any such Designated Non-Cash Consideration, not to exceed the greater of (x) 2.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which financial statements have been delivered pursuant to Section 6.055.04 and (y) $100,000,000, shall be deemed to constitute “cash consideration” received in respect of such sale, transfer or other disposition.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all of any division, unit or business of any other Person and Holdings will not merge or consolidate with any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (iii) the sale of obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Restricted Subsidiary into a the Borrower in a transaction in which such the Borrower is the survivor, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Foreign Subsidiary other than the French Borrower into or with any Non-U.S. Foreign Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Foreign Loan Party and, in the case of each of clauses (i), (ii) and (iii), no person other than a the Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreement, (iv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (v) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions to the Dutch Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary; provided that in the case of any Disposition by a Loan Party, such Disposition shall be to the Dutch Borrower or a Subsidiary Loan Party; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a receivables purchase, securitization or financing facility; (h) Dispositions of property not otherwise permitted under this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c2.11(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior FinancingFinancing or liabilities that are by their terms subordinated in right of payment to the Loan Document Obligations, that is are assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect a Permitted Business Acquisition; provided that following any such merger or consolidation (i) involving a the Borrower, such the Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower)Party, the surviving or resulting entity shall be a Subsidiary Loan Party; (j) (i) licensing and cross-licensing arrangements involving any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practice, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c2.11(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified any Permitted Receivables FinancingsFinancing; (q) so long as no Default exists or would result therefrom, either the Borrower may merge or consolidate with any other PersonPerson (other than Holdings); provided that (A) such the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either the Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and United States, any Successor Borrower to State thereof or the French Borrower shall be an entity organized or existing under the laws District of FranceColumbia, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such the Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person (other than the Borrower); provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), (1) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (2) each Loan Party other than Holdings, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of and grant of any Liens as security for the Secured Obligations shall apply to the Successor Holdings’ obligations under this Agreement, (3) the Successor Holdings shall, immediately following such merger or consolidation, directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, (4) Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents; provided further that the Borrower agrees to provide any documentation and other information about the Successor Holdings as shall have been reasonably requested in writing by any the Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (s) [Reserved]the Transactions; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements Contracts permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will notMerge into, and will not permit any of its Restricted Subsidiaries to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary a Loan Party or preferred equity interests of a Loan Party, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory inventory, supplies, materials and equipment and the purchase and sale of rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Borrower or any Restricted SubsidiaryLoan Party, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiarya Loan Party, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary a Loan Party or (iv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger or consolidation of any Restricted Subsidiary of the Borrower into a the Borrower in a transaction in which such the Borrower is the survivorsurviving entity, (ii) the merger or consolidation of any Restricted Subsidiary other than of the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger merger, amalgamation or consolidation of any Non-U.S. Subsidiary other than of the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iii), no person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreement, (iv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary of the Borrower that is not a Loan Party, or (iv) the liquidation, winding up, or dissolution of any Subsidiary Loan Party of the Borrower or (v) the liquidation or dissolution or change in form of entity of the Borrower or any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the LendersLenders taken as a whole; for the avoidance of doubt it is agreed that [Frank’s International Trinidad Unlimited], [Frank’s International Ecuador, C.A.] and [Frank’s International Venezuela 2] may change their form of entity after the Closing Date; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower or a Subsidiary Loan Party of the Borrower (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of if as a result thereof any Disposition by Subsidiary not previously a Loan PartyMaterial Subsidiary becomes a Material Subsidiary, such Disposition shall be to Subsidiary complies with the Dutch Borrower or a Subsidiary Loan Partyprovisions of Section 5.10(b); (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments dividends permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (hg) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Borrower, 10.0% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; and provided further that after giving effect thereto, no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashoccurred; (ih) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a the Borrower, such the Borrower is the surviving corporation, corporation and (ii) involving a Subsidiary Loan Party (other than the French Borrower)Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan PartySubsidiary; (i) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower or any Restricted Subsidiary Loan Party in the ordinary course of business consistent with past practicebusiness; and (j) abandonment, to the extent that such license cancellation or cross-license does not materially interfere with disposition of any intellectual property of any Loan Party in the ordinary course of conduct of business. Notwithstanding anything to the business of the Dutch Borrower or any of its Restricted Subsidiaries and contrary contained in Section 6.05 above, (iii) the abandonment Borrower may, so long as no Event of Default shall have occurred and be continuing or other disposition would result therefrom, sell, grant or otherwise issue Equity Interests to members of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries of the Borrower pursuant to stock option, stock ownership, stock incentive or similar plans, (Bii) to the extent that it would not no sale, transfer or other disposition of assets shall be commercially reasonable to obtainpermitted by this Section 6.05 (other than sales, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) salestransfers, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of to the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiariesits Subsidiaries pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a) or (d) of this Section 6.05 unless such disposition is for at least 51% cash consideration and (iv) no sale, transfer or other disposition of assets in excess of U.S. $10,000,000 shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 51% cash consideration; provided that for purposes of clauses (iii) and (iv), the Net Proceeds thereof are applied amount of any secured Indebtedness or other Indebtedness of a Subsidiary of the Borrower that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in accordance with Section 2.09(c); (mthe notes thereto) [Reserved]; (n) [Reserved]; (o) Dispositions that is assumed by the transferee of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower deemed to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of any divisionthe assets, unit or business of a division of, any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iv) leases and subleases in the ordinary course of business by Holdings or any Subsidiary or (ivv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party (iii) the which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in shall be a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party Domestic Subsidiary) and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or Party, (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iia Borrower) if the Dutch Borrower Holdings determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Holdings and is not materially disadvantageous to the LendersLenders or (v) the merger or consolidation of Celanese Holdings, LLC with and into Crystal Holdings 3 LLC (“Crystal 3”), its direct parent, and the immediate subsequent merger of Crystal 3, as surviving entity of such merger, with and into the Company, as described in the Amendment Agreement; provided that, for the avoidance of doubt, there shall be no release of the Guarantee of Celanese Holdings, LLC and Holdings shall have executed the Supplement to the Guarantee and Collateral Agreement as set forth in the Amendment Agreement; (c) Dispositions sales, transfers, leases, issuances or other dispositions to the Dutch Borrower Holdings or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases, issuances or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided, further, that the aggregate gross proceeds of any sales, transfers, leases, issuances or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Domestic Subsidiary Loan Party in reliance upon this paragraph (c) (other than any thereof made by a Foreign Subsidiary Loan Party to another Foreign Subsidiary Loan Party) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of Holdings, 7.5% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.046.04 (including, for the avoidance of doubt, any transfers among Subsidiaries permitted pursuant to paragraphs (u), (v) and (w) of Section 6.04 whether or not meeting the definition of “Investment”), Liens permitted by Section 6.02 and Restricted Payments dividends and distributions permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions of property not otherwise permitted under this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time ofsales, or would result fromtransfers, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition)leases, (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments issuances (to the extent of the cash or Permitted Investments received) within 180 days following the closing all of the applicable Disposition, shall be deemed to be cash; (iEquity Interests in a Person then owned by Holdings and its Subsidiaries) any merger or consolidation in order to effect a Permitted Business Acquisition; provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower), the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and cross-licensing arrangements involving any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary in the ordinary course of business consistent with past practice, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05.by this

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will The Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, merge into into, amalgamate with or consolidate with any other Personperson, or permit any other Person person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose outside of its ordinary course of business Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose Dispose of any Equity Interests of any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or substantially all of any division, unit or business the assets of any other Personperson or division or line of business of a person, except that this Section 9.10 shall not prohibit: (a) (i) the lease, purchase and sale Disposition of inventory in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiaryequipment, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiaryasset, (iii) the sale Disposition of obsolete surplus, obsolete, damaged or worn out equipment or other property and (iv) the Disposition of Cash Equivalents, in each case pursuant to this clause (a) (as determined in good faith by the Issuer), by the Issuer or any Subsidiary in the ordinary course of business or, with respect to operating leases, otherwise for Fair Market Value on market terms; (b) any of the following actions: (i) the merger, amalgamation or consolidation of any Subsidiary with or into the Issuer in a transaction in which the Issuer is the survivor and no person other than the Issuer receives any consideration (unless otherwise permitted by Section 9.09 (other than pursuant to Section 9.09(b)(i))), (ii) the Dutch Borrower merger, amalgamation or consolidation of any Restricted Subsidiary with or into any Collateral Guarantor in a transaction in which the surviving or resulting entity is or becomes a Collateral Guarantor and no person other than a Lumen Guarantor receives any consideration (unless otherwise permitted by Section 9.09 (other than pursuant to Section 9.09(b)(i))), (iii) the merger, amalgamation or consolidation of (A) any Subsidiary that is not a Guarantor with or into any other Subsidiary that is not a Guarantor and not an Exempted Subsidiary and (B) any QC Guarantor with or into any other QC Guarantor or Lumen Guarantor, (iv) the sale liquidation or dissolution or change in form of entity of any Subsidiary (the “Subject Subsidiary”) if (x) the Issuer determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Issuer and is not materially disadvantageous to the holders, (y) (1) no Guarantors are liquidated into Subsidiaries that are not Guarantors and (2) no Domestic Subsidiaries are liquidated into Foreign Subsidiaries (except in each case as permitted under this Section 9.10), and (z) (1) if the Subject Subsidiary is a Collateral Guarantor, the assets are transferred to a Collateral Guarantor, (2) if the Subject Subsidiary is a Lumen Guarantor, the assets are transferred to a Lumen Guarantor and (3) if the Subject Subsidiary is a QC Guarantor, the assets are transferred to a Lumen Guarantor or a QC Guarantor, (v) any Subsidiary may merge, amalgamate or consolidate with any other person in order to effect an Investment permitted pursuant to Section 9.09 (other than pursuant to Section 9.09(b)(i)) so long as the continuing or surviving person shall be a Subsidiary (unless otherwise permitted by Section 9.09 (other than pursuant to clause (m)(ii) of the definition of “Permitted Investments Investments”)), which shall be: (A) a Collateral Guarantor if the merging, amalgamating or consolidating Subsidiary was a Collateral Guarantor, (B) a Lumen Guarantor if the merging, amalgamating or consolidating Subsidiary was a Lumen Guarantor, (C) a Lumen Guarantor or a QC Guarantor if the merging, amalgamating or consolidating Subsidiary was a QC Guarantor, (D) [reserved] or (E) a Guarantor if the merging, amalgamating or consolidating Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with any applicable requirements in this Indenture or (vi) any Subsidiary may merge, amalgamate or consolidate with any other person in order to effect an Asset Sale otherwise permitted pursuant to the provisions under this Section 9.10; (c) Dispositions to the Issuer or a Subsidiary of the Issuer; provided, that the aggregate amount of Dispositions (i) by the Issuer to any Subsidiary that is not a Lumen Guarantor, (ii) by any Collateral Guarantor to any Subsidiary that is not a Collateral Guarantor, (iii) by any Lumen Guarantor to any Subsidiary that is not a Lumen Guarantor and (iv) by any QC Guarantor to any entity that is not a QC Guarantor or a Lumen Guarantor, in each case pursuant to this clause (c), shall not exceed $250,000,000; (d) Dispositions in the form of (x) cash investments consisting of intercompany liabilities incurred in connection with the cash management, tax and accounting operations of the Issuer and its Subsidiaries, or (y) of intercompany loans, advances or indebtedness having a term not exceeding 364 days, in each case of clauses (x) and (y) made in the ordinary course of business; (be) Investments permitted by Section 9.09 (other than Section 9.09(b)(i) and clause (m)(ii) of the definition of “Permitted Investments”), Permitted Liens, and Restricted Payments permitted by Section 9.09; (f) the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables 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 bulk sale or financing of receivables); (g) other Dispositions of assets (including pursuant to a sale lease back transaction); provided, that (i) the Excess Proceeds thereof, if any, are applied in accordance with this Section 9.10, (ii) the Superpriority Leverage Ratio shall not be greater than the Superpriority Leverage Ratio in effect immediately prior to Disposition, calculated on a Pro Forma Basis (including the use of proceeds thereof) for the then most recently ended Test Period, (iii) any such Dispositions shall comply with the final sentence of this Section 9.10, (iv) the Issuer may not dispose of all or substantially all of the assets of the Issuer and its Subsidiaries taken as a whole in one transaction or a series of related transactions pursuant to this clause (g); provided that, for the avoidance of doubt, the sale or contribution of assets in connection with a Qualified Receivable Facility, Qualified Securitization Facility or Qualified Digital Products Facility shall be governed by Section 9.10(o) and not this clause (g), and (v) any Disposition of assets pursuant to a sale lease back transaction shall not be utilized for liability management purposes; (h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Issuer, such Issuer is the surviving entity or the requirements of Section 9.10(n) are otherwise complied with; (i) leases, licenses or subleases or sublicenses of any real or personal property in the ordinary course of business; (j) Dispositions of inventory or Dispositions or abandonment of Intellectual Property of the Issuer and its Subsidiaries determined in good faith by the management of the Issuer to be no longer economically practicable to maintain or useful or necessary in the operation of the business of the Issuer or any of the Subsidiaries; (k) Dispositions (whether in one transaction or in a series of related transactions) of assets having a Fair Market Value not in excess of $150,000,000 per transaction or series of related transactions; (l) [reserved]; (m) any exchange or swap of assets (other than cash and Cash Equivalents) in the ordinary course of business for other assets (other than cash and Cash Equivalents) of comparable or greater value or usefulness to the business of the Issuer and the Subsidiaries as a whole, determined in good faith by the management of the Issuer; (n) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivor, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iii), no person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreement, (iv) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or (v) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, change in form or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; (c) Dispositions to the Dutch Borrower or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary; provided that in the case of any Disposition by a Loan Party, such Disposition shall be to the Dutch Borrower or a Subsidiary Loan Party; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a receivables purchase, securitization or financing facility; (h) Dispositions of property not otherwise permitted under this Section 6.05; provided that (i) no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), therefrom (A) any liabilities (as shown on Subsidiary or any other person may be merged, amalgamated or consolidated with or into the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior FinancingIssuer; provided, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, Issuer shall be deemed to be cash and the surviving entity or (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect a Permitted Business Acquisition; provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower), the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and cross-licensing arrangements involving any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary in other person may be merged, amalgamated or consolidated with or into the ordinary course of business consistent with past practice, to the extent that such license Issuer or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of the Issuer and its Subsidiaries taken as a whole may be Disposed of to any Material Subsidiaryperson; provided, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary that in the operation case of this subclause (B) either the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower Issuer shall be the continuing or surviving Person or (B) entity or, if the Person formed by surviving person (or surviving any such merger the person to whom all or consolidation substantially all of the assets of the Issuer and its Subsidiaries are disposed) is not either Borrower the Issuer (any such Personother person, the “Successor BorrowerIssuer”), , (1i) the Successor Borrower to the Dutch Borrower Issuer shall be an entity organized or existing under the laws of the Netherlands and United States, any Successor Borrower to state thereof or the French Borrower shall be an entity organized or existing under the laws District of France, Columbia, (2ii) the Successor Borrower Issuer shall expressly assume all the obligations of the applicable Borrower under this Agreement Issuer hereunder and the other Loan Note Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, customary form, (3iii) each Loan Party other than the applicable BorrowerGuarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have reaffirmedby a supplement hereto, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agentas applicable, confirmed that its Guarantee ofguarantee will apply to any Successor Issuer’s obligations hereunder, (iv) each Collateral Guarantor, and grant of unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any Liens as security for, the Secured Obligations applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (iii), (v) [reserved], (vi) the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower Issuer shall have delivered to the Administrative Agent Trustee (x) a certificate of a Responsible Officer stating that such merger merger, amalgamation or consolidation complies with does not violate this Agreement Indenture or any other Note Document and (5y) an opinion Opinion of counsel addressed Counsel to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further effect that such merger, amalgamation or consolidation does not violate this Indenture or any other Note Document (it being understood that if the foregoing requirements are satisfied, the Successor Borrower Issuer will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot ActIssuer hereunder); (ro) [Reserved](i) Dispositions of and acquisitions of Receivables pursuant to any Qualified Receivable Facility permitted under Section 9.07(b)(xxvii), (ii) Dispositions of and acquisitions of Securitization Assets pursuant to any Qualified Securitization Facility permitted under Section 9.07(b)(xxviii) and (iii) Dispositions of and acquisitions of Digital Products pursuant to any Qualified Digital Products Facility permitted under Section 9.07(b)(xxix); (sp) [Reserved];Dispositions by QC to any Subsidiary of QC in connection with the transfer of assets contemplated by the QC Transaction; and (tq) transfers of condemned property as a result mergers, amalgamations, consolidations or Dispositions by any Exempted Subsidiary not prohibited by Section 6.05 of the exercise LVLT Credit Agreement as in effect on the Reference Date. The amount of any Net Proceeds shall constitute “eminent domain” Excess Proceeds”. If there are any Excess Proceeds, the Issuer (x) shall make an offer to all holders of the Notes to purchase the maximum principal amount of the Notes (an “Asset Sale Offer”) that is at least $1.00 and an integral multiple of $1.00 in excess thereof and (y) at the option of the Issuer, may prepay Other First Lien Debt (or other similar powers make an offer to holders of any Other First Lien Debt) to the respective Governmental Authority extent any such prepayment is required thereby (other than the Series A Revolving Facility or agency that has condemned the same (whether by deed any Permitted Refinancing Indebtedness in lieu of condemnation or otherwiserespect thereof), transfers on a pro rata basis among the Notes and such Other First Lien Debt based on the principal (or committed) amount thereof, in each case that may be purchased or prepaid out of property that have been subject the Excess Proceeds at an offer or prepayment price, as applicable, in cash in an amount equal to a casualty 100% of the principal amount thereof (or, in the event the Notes or Other First Lien Debt were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, to, but excluding, the date fixed for the closing of such offer or prepayment. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within fifteen (15) Business Days after receipt of Excess Proceeds by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the respective insurer terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate principal amount of the Notes (and such real property Other First Lien Debt, as part the case may be) tendered pursuant to an Asset Sale Offer is less than the aggregate principal amount of the Notes that the Issuer has offered to purchase pursuant to an insurance settlement Asset Sale Offer, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture (and transfers to the extent there are no loans outstanding under the Series B Revolving Facility on the applicable prepayment date (including after giving effect to any prepayment of property subject loans outstanding under the Series B Revolving Facility on such date), the Issuer may use any Excess Proceeds otherwise allocable thereto for any purpose that is not prohibited by this Indenture). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding anything to casualty event upon receipt the contrary in this Section 9.10 or elsewhere in this Indenture, to the extent that (A) any or all of the Net Proceeds of such casualty event; (u) Dispositions any Asset Sale or Recovery Event by a Foreign Subsidiary are prohibited by any requirement of Investments law from being loaned, distributed or otherwise transferred to the Issuer or any Domestic Subsidiary or materially adverse consequences to (including Equity Interestsany material Tax incurred by) in joint ventures the Issuer or any of its Affiliates would result therefrom or (other than B) any or all of the Net Proceeds of any Asset Sale or Recovery Event by a Subsidiary) Foreign Subsidiary are prohibited from being transferred to the extent required byIssuer for application in accordance with this Section 9.10 by any applicable organizational documents, joint venture agreement, shareholder agreement, or made pursuant similar agreement or any other contractual obligation with an unaffiliated third party (including any agreement governing Indebtedness) that was not created in contemplation of such Asset Sale or Recovery Event, then in each case an amount equal to customary buy/sell arrangements betweenthe portion of such Net Proceeds so affected will not be required to be applied as provided in this Section 9.10 so long as, the joint venture parties set forth in joint venture arrangements but only so long as, such materially adverse consequences or prohibitions exist and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant once such materially adverse consequences or prohibitions are no longer applicable, an amount equal to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted such Net Proceeds will be promptly applied pursuant to this Section 6.05.9.10 (the Issuer hereby agreeing to cause the applicable Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of the Issuer that are reasonably required to eliminate or mitigate such materially adverse consequences or prohibitions, as the case may be). Notwithstanding anything to the contrary in this Indenture, following the transfer of any QC Transferred Assets by QC to any QC Newco, such QC Newco shall not be permitted to dispose, transfer, assign, contribute or advance any portion of such QC Transferred Assets to QC or any Subsidiary of QC that guarantees (or is required to guarantee) any Existing QC Debt except in the ordinary course of business or to the extent not materially adverse to the Holders. For the avoidance of doubt, any disposition of assets pursuant to a sale lease back transaction shall not be utilized for liability management purposes. The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws or regulations in connection with the repurchase of any Notes pursuant to this Section 9.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 9.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 9.10 by virtue thereof. Notwithstanding anything to the contrary contained under this Section 9.10

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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 part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of any divisionthe assets, unit or business of a division of, any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower Holdings or any Restricted Subsidiary, (iv) leases and subleases in the ordinary course of business by Holdings or any Subsidiary or (ivv) the sale of Permitted Investments in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger of any Restricted Subsidiary into a Borrower in a transaction in which such Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a U.S. Subsidiary Loan Party, Party (iii) the which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in shall be a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party Domestic Subsidiary) and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a Borrower or Subsidiary Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or Party, (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the French Borrower in accordance with Section 5.02(a)(iia Borrower) if the Dutch Borrower Holdings determines in good faith that such liquidation, change in form liquidation or dissolution is in the best interests of the Borrowers Holdings and is not materially disadvantageous to the LendersLenders or (v) the merger or consolidation of Celanese Holdings, LLC with and into Crystal Holdings 3 LLC (“Crystal 3”), its direct parent, and the immediate subsequent merger of Crystal 3, as surviving entity of such merger, with and into the Company, as described in the Amendment Agreement; provided that, for the avoidance of doubt, there shall be no release of the Guarantee of Celanese Holdings, LLC and Holdings shall have executed the Supplement to the Guarantee and Collateral Agreement as set forth in the Amendment Agreement; (c) Dispositions sales, transfers, leases, issuances or other dispositions to the Dutch Borrower Holdings or a Subsidiary Loan Party (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases, issuances or other dispositions by a Loan Party, such Disposition Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.07; provided, further, that the aggregate gross proceeds of any non-cash consideration from any such sales, transfers, leases, issuances or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Domestic Subsidiary Loan Party in reliance upon this paragraph (c) (other than any thereof made by a Foreign Subsidiary Loan Party to another Foreign Subsidiary Loan Party) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (h) below shall not exceed, in any fiscal year of Holdings, 7.5% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount;, if constituting an Investment, shall be made in compliance with Section 6.04 hereof (other than Section 6.04(f)). (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.046.04 (including, for the avoidance of doubt, any transfers among Subsidiaries permitted pursuant to paragraphs (u), (v) and (w) of Section 6.04 whether or not meeting the definition of “Investment”), Liens permitted by Section 6.02 and Restricted Payments dividends and distributions permitted by Section 6.06; (f) any swap of assets in exchange for services the purchase and sale or other assets in the ordinary course transfer (including by capital contribution) of business of comparable or greater value or usefulness Receivables Assets pursuant to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch BorrowerPermitted Receivables Financings; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (h) Dispositions sales, transfers, leases, issuances (to the extent of property all of the Equity Interests in a Person then owned by Holdings and its Subsidiaries) or other dispositions not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) no Default of any or Event all such sales, transfers, leases, issuances or dispositions made in reliance upon this paragraph (h) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of Default shall exist at the time ofHoldings, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 757.5% of such consideration in Consolidated Total Assets as of the form end of cash or Permitted Investmentsthe immediately preceding fiscal year; provided, howeverfurther, that (x) for any given fiscal year this 7.5% limitation may be increased by no more than 50% of the unused amount for the previous fiscal year and, in the event of any such carryover, assets sales in such fiscal year will be deducted first from the carried over amount; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii2.11(c), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (i) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a Borrower, such Borrower is the surviving corporation, and (ii) involving a Domestic Subsidiary Loan Party (other than the French Borrower)Party, the surviving or resulting entity shall be a Domestic Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary Loan Party, the surviving or resulting entity shall be a Foreign Subsidiary Loan Party that is a Wholly Owned Subsidiary; provided, further, that (1) mergers or consolidations in connection with a Permitted Business Acquisition where the acquired Person does not become a Guarantor or the assets acquired are not owned by a Loan Party shall be subject to the limitation set forth in the proviso to Section 6.04(b), and (2) all mergers and consolidations pursuant to this Section 6.05(i) shall be subject to the provisosproviso to SectionsSection 6.04(m) and (o); (ij) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower Company or any Restricted Subsidiary in the ordinary course of business consistent with past practicebusiness; (k) sales, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment leases or other disposition dispositions of Intellectual Property (A) inventory of Holdings and its Subsidiaries determined by the management of Holdings or the Dutch Borrower Company to be no longer useful or necessary in the operation of the business of the Dutch Borrower Holdings or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of businessSubsidiaries; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all the sale of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the performance products business of the Dutch Borrower or any of the SubsidiariesNutrinova; provided that the Net Proceeds thereof of such sale are applied in accordance with Section 2.09(c2.11(c); (m) [Reserved]; (n) [Reserved]; (o) Dispositions of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Personthe Designated Asset Sales; provided that (A) such Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) sales are applied in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their termsaccordance with Section 2.11(c); and (wn) any Disposition (i) the Fraport Transaction, (ii) the sale-leaseback of any asset between facilities acquired or among constructed in replacement of the Restricted Subsidiaries as a substantially concurrent interim Disposition facilities transferred in connection with the Fraport Transaction and (iii) the sale of receivables generated pursuant to the Fraport Transaction. Notwithstanding anything to the contrary contained in this Section 6.05 above, (i) no action shall be permitted which results in a Disposition Change of Control under clause (a) of the definition thereof, (ii) the Company shall at all times own directly (or to the extent all direct and indirect owners of the Equity Interests of CALLC (other than the Company) are Domestic Subsidiary Loan Parties, indirectly) 100% of the Equity Interests of CALLC, (iii) neither Holdings nor any Subsidiary that owns Equity Interests in any Borrower or in any other Subsidiary that directly owns Equity Interests in any Borrower shall sell, dispose of, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer such Equity Interests in such Borrower or in such Subsidiary, as applicable, (iv) each Foreign Subsidiary that is a Revolving Borrower shall be a Wholly Owned Subsidiary, (v) no sale, transfer, lease, issuance or other disposition shall be permitted by this Section 6.05 (other than sales, transfers, leases, issuances or other dispositions to Loan Parties pursuant to paragraph (c) hereofof this Section 6.05 and purchases, sales or transfers pursuant to paragraph (f) of this Section 6.05 or (to the extent made to Holdings or a Wholly Owned Subsidiary) (j) hereofof this Section 6.05) unless such disposition is for fair market value (provided that, for the avoidance of doubt, transfers referred to in paragraphs (u), (v) and (w) of Section 6.04 that are permitted by paragraph (e) of this Section 6.05 need only meet such fair market value requirement when taken as a whole, disregarding intermediate steps, in the case of transfers occurring in multiple steps), (vi) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d) or (l) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (vii) no sale, transfer or other disposition of assets in excess of $10.012.5 million shall be permitted by paragraph (h) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (vi) and (vii), the amount of (x) any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on Holdings’ or such Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or any Subsidiary of Holdings that is assumed by the transferee of any such assets and (y) any Designated Non-Cash Consideration received in respect of any such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration pursuant to this Section 6.05clause (y) that is at that time outstanding, not in excess of 2.0% of Consolidated Total Assets of Holdings as of the last day of the then most recently ended fiscal quarter for which financial statements are available, shall be deemed cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge 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, including effected pursuant to a Delaware LLC Division) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Personperson, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory in the ordinary course of business any disposal by the Dutch Borrower Company or any Restricted Subsidiary, (ii) the acquisition Subsidiary of any other an asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary, (iii) the sale of obsolete or worn out equipment or other property in the ordinary course of business the Company’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by the Dutch Borrower any Loan Party or Subsidiary of all or any Restricted Subsidiary substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iviii) the sale of Permitted Investments by any Loan Party or Subsidiary, so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger of any Restricted Subsidiary into a the Borrower in a transaction in which such the Borrower is the survivor, (ii) the merger or consolidation of any Restricted Subsidiary other than the French Borrower into or with any U.S. Loan Party the Guarantor in a transaction in which the surviving or resulting entity is a U.S. Loan Partythe Guarantor, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person other than a the Borrower or Subsidiary Loan Party the Guarantor receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger or consolidation of any Restricted Subsidiary that is not a Subsidiary Loan Party the Borrower into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party or the Borrower, (viv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary other than the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower Company determines in good faith that such liquidation, dissolution or change in form or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to Lenders, (v) any disposition to effect the Lendersformation of any Subsidiary that is a Delaware Divided LLC and would otherwise not be prohibited hereunder; provided that any disposition or other allocation of any assets (including any equity interests of such Delaware Divided LLC) in connection therewith is otherwise permitted hereunder or (vi) any Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan Party if the merging Subsidiary was a Loan Party and which together with each of their Subsidiaries shall have complied with the requirements of Section 5.10; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower or a Subsidiary any Loan Party (upon voluntary liquidation or otherwise) or by any Subsidiary that is not the Borrower to any other Restricted Subsidiary; provided that in the case of any Disposition by , including without limitation, a Loan Party, such Disposition shall be to the Dutch Borrower or a Subsidiary Loan PartyPermitted Vessel Transfer; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 Permitted Liens, and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (hg) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that 6.05 (ior required to be included in this clause (g) no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such DispositionSection 6.05(c), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments); provided, however, that (x) the Net Proceeds thereof are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii2.11(b), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash; (ih) Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition); provided provided, that following any such merger or consolidation (i) involving a the Borrower, such the Borrower is the surviving corporation, and (ii) involving a Subsidiary Loan Party (other than the French Borrower), the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and crossleases, charters or licenses (on a non-licensing arrangements involving exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any Intellectual Property of the Dutch Borrower or any Restricted Subsidiary property in the ordinary course of business consistent with past practicebusiness; (j) sales, to the extent that such license leases or cross-license does not materially interfere with the ordinary course other dispositions of conduct inventory of the business of the Dutch Borrower Company or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) Subsidiary determined by the management of the Dutch Borrower Company to be no longer useful or necessary in the operation of the business of the Dutch Borrower any Loan Party or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (l) sales, leases or other dispositions of inventory, equipment or other tangible assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility) of the Dutch Borrower and the Restricted Subsidiaries determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries; provided that the Net Proceeds thereof are applied in accordance with Section 2.09(c2.11(b); (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) [reserved]; (m) any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least [Reserved*]; % of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (nii) in the event of an exchange with a fair market value in excess of the greater of (x) $[*] and (y) [Reserved*]; % of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (oiii) Dispositions in the event of Unrestricted Subsidiaries; an exchange with a fair market value in excess of the greater of (px) Dispositions $[*] and (y) [*]% of accounts receivable Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, such exchange shall have been approved by at least a majority of the board of directors of the Company; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in connection with Qualified Receivables Financings; reliance upon this paragraph (qm) so long shall not exceed, in any fiscal year of the Company, the greater of $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom, either Borrower may merge or consolidate (C) with respect to any other Person; provided that such exchange with aggregate gross consideration in excess of the greater of (Ax) $[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Borrower exchange for which financial statements have been delivered pursuant to Section 5.04, immediately after giving effect thereto, the Company shall be the continuing or surviving Person or in Pro Forma Compliance, and (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1D) the Successor Borrower to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of FranceNet Proceeds, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto if any, thereof are applied in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies accordance with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot ActSection 2.11(b); (rn) [Reserved]; (s) [Reserved]; (t) transfers any disposition of condemned property as a result any assets owned by any New Vessel Subsidiary or of any Vessel that is not the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their termsMortgaged Vessel; and (wo) disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed. Notwithstanding anything to the contrary contained in ‎Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this ‎Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph ‎(c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(a) or ‎(d) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(g) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) or (iii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value of less than $[*] or to other transactions involving assets with a fair market value of not more than the greater of $[*] and [*]% of Consolidated Total Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of clause (iii), (a) the amount of any secured Indebtedness of the Company or any Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Company’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets shall be deemed to be cash, (b) any Disposition notes or other obligations or other securities or assets received by the Company or such Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) shall be deemed to be cash and (c) any asset between Designated Non-Cash Consideration received by the Company or among any of its Subsidiaries having an aggregate fair market value (as determined in good faith by the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection Company), taken together with a Disposition otherwise permitted all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $[*] million and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of receipt of such Designated Non-Cash Consideration for which financial statements have been delivered pursuant to Section 6.055.04 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) shall be deemed to be cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Each Borrower will notMerge into, and will not permit any of its Restricted Subsidiaries to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Relevant Subsidiary or preferred equity interests of the Borrower or any Relevant Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of any division, unit or business the assets of any other Person, except that this Section shall not prohibit: (a) (i) the lease, purchase and sale of inventory inventory, supplies, materials and equipment and the purchase and sale of rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiaryof its Relevant Subsidiaries, (ii) the acquisition sale of any other asset in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiaryof its Relevant Subsidiaries, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Dutch Borrower or any Restricted Subsidiary or of its Relevant Subsidiaries, (iv) the sale of Permitted Investments in the ordinary course of business, or (v) the disposition of cash or cash equivalents in the ordinary course of business; (b) if at the time thereof and immediately thereafter after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger or consolidation of any Restricted Relevant Subsidiary of the Borrower into a the Borrower in a transaction in which such the Borrower is the survivorsurviving corporation, (ii) the merger or consolidation of any Restricted Relevant Subsidiary other than of the French Borrower into or with any U.S. Loan Party in a transaction in which the surviving or resulting entity is a U.S. Loan Party, (iii) the merger or consolidation of any Non-U.S. Subsidiary other than the French Borrower into or with any Non-U.S. Loan Party in a transaction in which the surviving or resulting entity is a Non-U.S. Loan Party and, in the case of each of clauses (i), (ii) and (iiiii), no person Person other than a the Borrower or Subsidiary a Loan Party receives any consideration unless otherwise permitted elsewhere in this Agreementconsideration, (iviii) the merger merger, amalgamation or consolidation of any Restricted Subsidiary of the Borrower that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary of the Borrower that is not a Subsidiary Loan Party or Party, (viv) the liquidation liquidation, winding up, or dissolution or change in form of entity of any Restricted Relevant Subsidiary other than of the French Borrower in accordance with Section 5.02(a)(ii) if the Dutch Borrower determines in good faith that such liquidation, winding up, dissolution or change in form or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders or (v) the change in form of entity of the Borrower or any of its Relevant Subsidiaries if the Borrower determines in good faith that such change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; (c) Dispositions sales, transfers, leases or other dispositions to the Dutch Borrower or a Subsidiary Loan Party of the Borrower (upon voluntary liquidation or otherwise) or any other Restricted Subsidiary); provided that in the case of any Disposition sales, transfers, leases or other dispositions by a Loan Party, such Disposition Party to a Subsidiary of the Borrower that is not a Loan Party shall be made in compliance with Section 6.07; provided further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to the Dutch Borrower or a Subsidiary that is not a Loan PartyParty in reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (g) below shall not exceed, in any fiscal year of the Borrower, 5.0% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Dutch Borrower and the Restricted Subsidiaries as a whole, as determined in good faith by the management of the Dutch Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10,000,000 shall be evidenced by a certificate from a Responsible Officer of the Dutch Borrower and (y) $25,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Dutch Borrower; (g) the sale of defaulted receivables in the ordinary course of business and not as part of a an accounts receivables purchase, securitization or financing facilitytransaction; (hg) Dispositions sales, transfers, leases or other dispositions of property assets not otherwise permitted under by this Section 6.05; provided that the aggregate gross proceeds (iincluding noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of the Borrower, the greater of U.S. $7,500,000 and 5.0% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided further that the Net Proceeds thereof are applied in accordance with Section 2.11(c); and provided further that after giving effect thereto, no Default or Event of Default shall exist at the time of, or would result from, such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default existed or would have resulted from such Disposition), (ii) such Disposition shall be for no less than the Fair Market Value of such property at the time of such Disposition and (iii) to the extent the purchase price for such Disposition (together with all related Dispositions) is in excess of $10,000,000, the Dutch Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided, however, that (x) the Net Proceeds are applied in accordance with Section 2.09(c) and (y) for the purposes of clause (h)(iii), (A) any liabilities (as shown on the most recent balance sheet of the Dutch Borrower provided hereunder or in the footnotes thereto) of the Dutch Borrower or such Restricted Subsidiary, other than any Junior Financing, that is assumed by the transferee with respect to the applicable Disposition and for which the Dutch Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by the Dutch Borrower or such Restricted Subsidiary from such transferee that are converted by the Dutch Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cashoccurred; (ih) any merger or consolidation in order to effect connection with a Permitted Business Acquisition; , provided that following any such merger or consolidation (i) involving a the Borrower, such the Borrower is the surviving corporation, corporation and (ii) involving a Subsidiary Loan Party (other than the French Borrower)Relevant Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party; (i) licensing and cross-licensing arrangements involving any Intellectual Property technology or other intellectual property of the Dutch Borrower or any Restricted Relevant Subsidiary in the ordinary course of business consistent with past practice, to the extent that such license or cross-license does not materially interfere with the ordinary course of conduct of the business of the Dutch Borrower or any of its Restricted Subsidiaries and (ii) the abandonment or other disposition of Intellectual Property (A) determined by the management of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiaries or (B) to the extent that it would not be commercially reasonable to obtain, maintain, preserve, renew, extend and keep in full force and effect such Intellectual Property; (k) the lease, assignment or sublease of any real or personal property (except Intellectual Property) in the ordinary course of business; (j) abandonment, cancellation or disposition of any intellectual property of the Borrower or any Relevant Subsidiary in the ordinary course of business; (k) any disposition resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (l) sales, transfers, distributions or other dispositions of the Equity Interests in BRED in accordance with Section 6.14. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) the Borrower may sell, grant or otherwise issue Equity Interests to members of management of the Borrower or any of the Subsidiaries of the Borrower that are Loan Parties pursuant to stock option, stock ownership, stock incentive or similar plans, (ii) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions of inventoryto Loan Parties pursuant to paragraphs (c) and (l) hereof) unless such disposition is for fair market value, equipment (iii) no sale, transfer or other tangible disposition of assets shall be permitted by paragraph (excluding Equity Interestsa), assets constituting a business division(d), unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and Dispositions of accounts receivable in connection with any receivables purchase, securitization or financing facility(j) of the Dutch Borrower this Section 6.05 unless such disposition is for at least 75% cash consideration and the Restricted Subsidiaries determined (iv) no sale, transfer or other disposition of assets in excess of U.S. $5,000,000 shall be permitted by the management paragraph (g) of the Dutch Borrower to be no longer useful or necessary in the operation of the business of the Dutch Borrower or any of the Subsidiariesthis Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (iii) and (iv), the Net Proceeds thereof are applied amount of any secured Indebtedness or other Indebtedness of a Subsidiary of the Borrower that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in accordance with Section 2.09(c); (mthe notes thereto) [Reserved]; (n) [Reserved]; (o) Dispositions that is assumed by the transferee of Unrestricted Subsidiaries; (p) Dispositions of accounts receivable in connection with Qualified Receivables Financings; (q) so long as no Default exists or would result therefrom, either Borrower may merge or consolidate with any other Person; provided that (A) such Borrower assets shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not either Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower deemed to the Dutch Borrower shall be an entity organized or existing under the laws of the Netherlands and any Successor Borrower to the French Borrower shall be an entity organized or existing under the laws of France, (2) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the applicable Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger or consolidation complies with this Agreement and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders reasonably satisfactory to the Administrative Agent; provided further that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement and the other Loan Documents; provided further that the applicable Borrower agrees to provide any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (r) [Reserved]; (s) [Reserved]; (t) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement and transfers of property subject to casualty event upon receipt of the Net Proceeds of such casualty event; (u) Dispositions of Investments (including Equity Interests) in joint ventures (other than a Subsidiary) to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the unwinding of Swap Agreements permitted hereunder pursuant to their terms; and (w) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 6.05cash.