Common use of Mergers and Consolidations Clause in Contracts

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Permitted Acquisitions; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to any Agent or Lender in any material respect. To the extent the requisite Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any time)consolidation, except that the following shall be permitted: (a) dispositions of assets a. acquisitions in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.04; (b) Permitted Acquisitions; (c) b. any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; c. any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party; and d. any Restricted Subsidiary (dother than Borrower) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, automatically and without further action by any person, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems appropriate they deem necessary in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind Without the consent of Lender, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any time)consolidation, except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted Acquisitionsdispositions of property in compliance with Section 6.06; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent Lender under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.09(a) or Section 5.11, as applicable; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to any Agent or Lender in any material respect. To the extent the requisite Lenders under Section 10.02(b) waive Lender waives the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, ) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Lender shall take all actions it deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted AcquisitionsInvestments in compliance with Section 6.04; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary which is or becomes a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, remains a Wholly Owned Subsidiary of Borrowerother case); provided that the Lien on and security interest in such any property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; (d) any Foreign Subsidiary may merge or consolidate with or into any other Foreign Subsidiary; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale or other transfer of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.056.05 (other than, in either case, a sale or transfer to Borrower or any Subsidiary Guarantor), such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems appropriate as are reasonably requested by Borrower in order to evidence or effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower is the surviving person in the case of any merger, amalgamation or a consolidation involving such Borrower and such Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the applicable Collateral Agent Agents under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold sold, subject to the terms of the Intercreditor Agreement, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.04; (ci) any solvent Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company (other than Borrower) may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger, amalgamation or consolidation involving Borrower, and a Subsidiary Guarantor is the surviving person in such merger the case of any merger, amalgamation or consolidation andinvolving a Subsidiary Guarantor and a Subsidiary that is not a Loan Party); provided, that in the case of any Subsidiary Guarantorthis clause (ii), remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (d) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and (x) prior to the Refinancing, the Existing Notes Security Documents and (y) from and after the Refinancing, the Term Loan Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets the January 2004 Transactions as contemplated by the Transaction Documents, including, without limitation, the Merger, which occurred in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))January 2004; (b) Permitted AcquisitionsAssets Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) subject to compliance with the provisions of this Agreement, any solvent Company (other than BorrowerHoldings) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and; (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender have a Material Adverse Effect; and (f) the Holdings Intercompany Merger, which occurred in any material respectMay 2004. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously Documents (provided to that the Liens of the Second Lien Secured Parties on such Collateral Agent are concurrently released on the same terms) and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.04; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (d) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and the Second Lien Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.07; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower Borrower, any Subsidiary Guarantor or any Subsidiary that agrees to become a Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower, and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and; (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to have a Material Adverse Effect; and (e) any Agent Foreign Subsidiary may merger or Lender in consolidate with or into any material respectother Foreign Subsidiary. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.07; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))[Intentionally Omitted]; (b) Permitted AcquisitionsAssets Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) subject to compliance with the provisions of this Agreement, any solvent Company (other than BorrowerHoldings) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security DocumentsDocuments (provided that the Liens of the First Lien Secured Parties on such Collateral are concurrently released on the same terms), and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and the First Lien Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree enter into a definitive written agreement to do merge or consolidate at a future time without any of the foregoing at any timematerial conditions to closing), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) Subsidiary Guarantor may merge or consolidate with or into Borrower or any other Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate or reasonably requested by Borrower in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Collateral Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.05; (b) Permitted Acquisitionsthe Shell Asset Sale; (c) acquisitions in compliance with Section 6.03; (d) any solvent Company (other than Borrower) Loan Party may amalgamate, merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the continuing or surviving person in the case of any amalgamation, merger or consolidation involving Borrower and a Subsidiary Guarantor is the continuing or surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerBorrower in any other case); provided that (i) the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.09 or Section 5.115.10, as applicable; and, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom and (iii) such amalgamation, merger or consolidation could not reasonably be expected to have a Material Adverse Effect; (de) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 6.04 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.056.04, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.056.04, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs affairs, consummate a Division or enter into consummate any transaction of merger or consolidation (or agree to do any of the foregoing at any time)consolidation, except that the following shall be permitted: (a) [Reserved]; (b) Asset Sales, Divisions, and other dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e)); (b) Permitted Acquisitions6.06; (c) acquisitions and other Investments in compliance with Section 6.04; (d) any solvent Company (other than Borrower) may merge or consolidate with or into a Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property constituting Collateral granted or to be granted in favor of the Collateral Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and; (de) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up up, as applicable, is not disadvantageous reasonably expected to have a Material Adverse Effect; and (f) any Agent Subsidiary Guarantor may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable dividing person are held by one or Lender more Subsidiary Guarantors at such time (or an Excluded Subsidiary to the extent otherwise in any material respectaccordance with the terms and conditions of this Agreement and the other Loan Documents). Any reference in this Section 6.05 to a combination, merger, disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (or the unwinding of a Division) as if it were a combination, merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person). To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale conveyance, sale, assignment, transfer or other disposition of any Collateral, or any Collateral is sold conveyed, sold, assigned, transferred or disposed of as permitted by this Section 6.056.05 or any other express term and condition of any Loan Document, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any time)consolidation, except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))7.6; (b) Permitted Acquisitionsacquisitions in compliance with Section 7.7; (c) any solvent Company (other than Borrower) may merge merge, amalgamate or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as such Borrower or a such Subsidiary Guarantor is the surviving or continuing person in such merger or consolidation and, in the case of any merger, amalgamation or consolidation involving such Borrower and such Subsidiary Guarantor, Guarantor is the surviving or continuing person and remains a Wholly Owned Subsidiary of Borrower)Holdings in any other case) and any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary; provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 6.9 or Section 5.116.10, as applicable; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that (i) such dissolution, liquidation or winding up up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) if such Subsidiary is not disadvantageous a Subsidiary Guarantor, then the property and assets of any such Subsidiary, if any, are transferred to any Agent a Borrower or Lender in any material respect. another Subsidiary Guarantor. (e) To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 7.5 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.057.5, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold sold, free and clear of the Liens created by the Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent shall take all actions it its deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger merger, amalgamation or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (de) any Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and the Second Lien Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.04; (ci) any solvent Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company (other than Borrower) may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger, amalgamation or consolidation involving Borrower, and a Subsidiary Guarantor is the surviving person in such merger the case of any merger, amalgamation or consolidation andinvolving a Subsidiary Guarantor and a Subsidiary that is not a Loan Party); provided, that in the case of any Subsidiary Guarantorthis clause (ii), remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (d) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and the ABL Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.. 38669945_32

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted AcquisitionsAsset Sales in compliance with Section 6.06; (c) acquisitions in compliance with Section 6.07; (d) any solvent Company (other than Borrower) Subsidiary may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (de) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders, the Supermajority Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower Borrowers shall have previously provided to the Collateral Agent and the Administrative Agent Agents with such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.07; (c) any solvent Company (other than Borrower) may merge or consolidate with or into any Borrower or any Subsidiary Guarantor (as long as a Borrower is the surviving person in the case of any merger or consolidation involving a Subsidiary Borrower, and a Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of Borrowera Borrower in any other case); provided that the US Borrower may not merge or consolidate with or into the Cayman Borrower; provided, further, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower the Borrowers shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any time)consolidation, except that the following shall be permitted: (a) dispositions of assets in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))the Transactions as contemplated by the Transaction Documents; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.04; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger or consolidation involving Borrower and a Subsidiary Guarantor is the surviving person in such merger or consolidation and, in the case of any Subsidiary Guarantor, and remains a Wholly Owned Subsidiary of BorrowerHoldings in any other case); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 5.11 or Section 5.115.12, as applicable; and; (d) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party; (e) any Restricted Subsidiary (other than Borrower) may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect; (f) the transactions set forth on Schedule 6.05(f). To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents, automatically and without further action by any Person, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems appropriate they deem necessary in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.04; (ci) any solvent Subsidiary that is a Non-Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a Non-Loan Party and (ii) any Company (other than Borrower) may merge merge, amalgamate or consolidate with or into Borrower or any Subsidiary Guarantor (as long as Borrower is the surviving person in the case of any merger, amalgamation or consolidation involving Borrower, and a Subsidiary Guarantor is the surviving person in such merger the case of any merger, amalgamation or consolidation andinvolving a Subsidiary Guarantor and a Subsidiary that is not a Loan Party); provided, that in the case of any Subsidiary Guarantorthis clause (ii), remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable; and (d) subject to compliance with the provisions of Section 5.12, any Subsidiary may change its form, dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, could not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to a Company or any Affiliate thereof), but not the proceeds thereof, Company) shall be sold free and clear of the Liens created by the Security Documents and the ABL Security Documents, and, so long as Borrower shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent Agents shall take all actions it deems they deem appropriate in order to effect the foregoing.

Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted: (a) dispositions of assets Asset Sales in compliance with Section 6.06 (other than Section 6.06(d) and Section 6.06(e))6.06; (b) Permitted Acquisitionsacquisitions in compliance with Section 6.07; (c) any solvent Company (other than Borrower) may merge or consolidate with or into Borrower any other Company; provided that (i) if Parent is a party thereto, Parent shall be the survivor of such merger or consolidation, (ii) if BE LLC is a party to any Subsidiary Guarantor (as long as Borrower or a Subsidiary Guarantor is the surviving person in such merger or consolidation and(other than a merger or consolidation referred to in clause (i) above), in the case of any Subsidiary Guarantor, remains a Wholly Owned Subsidiary of Borrower); provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents BE LLC shall be maintained the survivor of such merger or created consolidation and (iii) if any Guarantor is a party to any such merger or consolidation (other than a merger or consolidation referred to in accordance with clause (i) or (ii) above), the provisions survivor of Section 5.10 such merger or Section 5.11, as applicableconsolidation shall be a Guarantor; and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if time; provided that such dissolution, liquidation or winding up is up, as applicable, would not disadvantageous reasonably be expected to any Agent or Lender in any material respecthave a Material Adverse Effect. To the extent the requisite Required Lenders under Section 10.02(b) or all the Lenders, as applicable, waive the provisions of this Section 6.05 with respect to the sale of any Collateral, or any Collateral is sold or otherwise transferred as permitted by this Section 6.05Section, such Collateral (unless sold or otherwise transferred to a Company or any Affiliate thereof), but not the proceeds thereof, Loan Party) shall be sold free and clear of the Liens created by the Security Documents, and, so long as Borrower Borrowers shall have previously provided to the Collateral Agent and the Administrative Agent Agents such certifications or documents as the Collateral Agent and/or the Administrative any Agent shall reasonably request in order to demonstrate compliance with this Section 6.05Section, the Collateral Agent Agents shall take all actions it deems appropriate reasonably requested by any Company in order to effect the foregoing.