Common use of Fundamental Changes; Disposition of Assets; Acquisitions Clause in Contracts

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person, except: (i) any Group Member may be merged or consolidated with or into any other Group Member, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Note Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidationconsolidation (including through a Division/Series Transaction or a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed(as lessee), or acquire by purchase or otherwise licensed (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests ofas licensee), or a business line or unit or a division of, make any PersonAcquisition, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantorinvolving Company, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower Company shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with in the case of any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be such merger, a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Wholly-Owned Guarantor Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $500,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$1,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)Company), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be consist of Cash paid in cash or Cash Equivalentsupon the closing of each applicable Asset Sale, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) disposals of obsolete or worn out property; (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course Acquisitions consisting of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 6.7; (f) the execution and Restricted Payments made delivery of a Management Services Agreement with a Managed Company so long as: (i) such Management Services Agreement is in form and substance reasonably acceptable to the Requisite Purchasers, and all transactions in connection therewith shall be consummated, in all material respects, in accordance with all Healthcare Laws; (ii) such Managed Company operates in the continental United States of America; (iii) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (iv) Company shall be in compliance with the financial covenants set forth in Section 6.046.8 on a pro forma basis after giving effect to the execution of such Managed Company Documents, measured as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered or are required to have been delivered under Section 5.1(b); (v) (A) Company shall have delivered to the Purchasers, at least five Business Days (or such shorter period consented to by the Requisite Purchasers) prior to the execution of such Managed Company Documents, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iii) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8, and (B) the Note Parties shall have completed background checks with respect to all licensed personnel employed by, or owning Capital Stock in the applicable Managed Company party to the Managed Company Documents and the results of such background checks are such that, if the results were public information, they could not reasonably be expected to have an adverse reputational, regulatory, compliance, or legal impact on any member of Company or its Subsidiaries, any investor in the Note Parties, any Purchaser or Collateral Agent; and (vi) the Managed Company party to such Managed Company Documents shall be in the same business in which Company is engaged as of the Closing Date, and (vii) if such Managed Company Documents are executed on or after the Initial Note Date, contemporaneously with the execution of such Managed Company Documents, the requirements of Section 5.10 have been satisfied. In no event shall any Note Party transfer, assign, sell or otherwise dispose of their rights under any Managed Company Documents or Material Customer Contracts except, in each case, for Liens securing the Obligations or, on or prior to the Initial Note Date, the obligations under the Goldman NPA and documents executed pursuant thereto; (g) for transactions approved by a majority of the Independent Directors (as such term is defined in the Stockholders Agreement) then serving on Company’s board of directors.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of any Borrower may be merged or consolidated with or into such Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to such Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such the applicable Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Subsidiary of any Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a such Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$20,000,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower Representative (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% 75%% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of damaged, obsolete, worn out or surplus property; (f) the Acquisition and Permitted Acquisitions; provided that in respect of acquisition targets not domiciled within the United States, the consideration for such Persons or assets shall be limited to the Available Amount; (g) an exchange or “swap” of fixed tangible assets of the Loan Parties or any Group Member may sell of their Subsidiaries for similar fixed tangible assets of a Person (other than another Loan Party or its Subsidiaries) or for credit against such similar assets in the ordinary course of business and consistent with past business practices; provided that such Loan Party (or its subsidiary) received reasonable equivalent value for such assets; and provided further that the fair market value of all such assets (as determined in good faith and in accordance with customary valuation techniques by the chief financial officer or vice president of Finance of the U.S. Borrower) exchanged or swapped does not exceed $15,000,000 per Fiscal Year; (h) any disposition of real property to a Governmental Authority that results in Net Cash Proceeds applied in accordance with Section 2.14(b); (i) the abandonment, cancellation or other disposition of Intellectual Property that is not material or is no longer used or useful in any material respect in the operation of the U.S. Borrower and its Subsidiaries or the disposition of any equity interest in a Technology Entity pursuant to a Technology Acquisition Claw-Back; (j) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business (x) which are overduebusiness, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business customary industry practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Junior Payments made in accordance with Section 6.04.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than ordinary course purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course connection with Ordinary Course of businessBusiness Activities) all or substantially all of the business, property or fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (a) (i) any Group Member Restricted Subsidiary of Company may be merged or consolidated with or into any other Group MemberCredit Party (provided that a Subsidiary Guarantor or any subsidiary of a Subsidiary Guarantor may not be merged with Company), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; Credit Party (provided that a Subsidiary Guarantor or any Restricted Subsidiary of a Subsidiary Guarantor may not be so liquidated, wound up or dissolved, nor shall all or any part of the business, property or assets of a Subsidiary Guarantor or any subsidiary of a Subsidiary Guarantor be conveyed, sold, leased, transferred or otherwise disposed of to Company), provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower Credit Party shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary that is not a Credit Party (other than Aerospace) may merge with be merged into any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was that is not a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving PersonCredit Party; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets (i) that do not constitute Asset Sales, (ii) made to Company (other than by a Subsidiary Guarantor or a subsidiary of a Subsidiary Guarantor) or any other Credit Party or (iii) made to any Restricted Subsidiary that is not a Credit Party provided (1) the consideration received for any assets sold or disposed of to any Restricted Subsidiary that is not a Credit Party shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors (or similar governing body) of Company or the applicable Restricted Subsidiary), and (2) no less than one hundred percent (100%) thereof shall be paid in Cash; (i) prior to adoption of the Approved Restructuring Plan, Asset Sales with the consent of a majority in number of the members of the Lenders Steering Committee, (ii) upon the adoption of the Approved Restructuring Plan and prior to consummation thereof, Asset Sales in accordance with the Approved Restructuring Plan and delivery of a fairness opinion, and (iii) following consummation of the Approved Restructuring Plan, Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors of the U.S. Borrower directors (or a duly authorized committee thereof)similar governing body) of Company or the applicable Restricted Subsidiary), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof eighty-five percent (85%) of the consideration therefor shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)2.10(a) and (4) after giving effect to such Asset Sale and application of proceeds therefrom on a pro forma basis as if such Asset Sale had occurred on the last day of the most recent Fiscal Quarter or year for which financial statements have been delivered the Credit Parties would be in compliance with Section 6.7; (d) disposals of obsolete or worn out property or property that is no longer useful in the business of Company or any Restricted Subsidiary; (e) any Group Member may sell (i) prior to adoption of the Approved Restructuring Plan, Permitted Acquisitions with the consent of a majority in number of the members of the Lenders Steering Committee, (ii) upon the adoption of the Approved Restructuring Plan and prior to consummation thereof, Permitted Acquisitions in accordance with the Approved Restructuring Plan, and (iii) following consummation of the Approved Restructuring Plan, as long as no Default or discountEvent of Default shall have occurred and be continuing, in each case without recourse and in Permitted Acquisitions, the ordinary course of business, accounts receivable arising in the ordinary course of business aggregate consideration for which constitutes (x) which are overdueless than $150,000,000 in any Fiscal Year, or and (y) which such Group Member may reasonably determine are difficult less than $300,000,000 in the aggregate from the Closing Date to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part date of any bulk sale or financing of receivables)determination; (f) any Group Member may enter into licenses or sublicenses of SoftwareInvestments made in accordance with Section 6.6; (g) [Reserved]; (h) conveyances, Trademarks exchanges, sales, transfers, leases and other Intellectual Property dispositions, acquisitions and general intangibles purchases of property in connection with Ordinary Course of Business Activities; provided that except with respect to fixed price purchase options under leases entered into in the ordinary course Ordinary Course of Business Activities (i) for transactions with any Person (other than (x) a Subsidiary Guarantor or any Wholly Owned Subsidiary of a Subsidiary Guarantor or (y) any Person in connection with a workout, restructuring or foreclosure in the Ordinary Course of Business Activities), the consideration received in connection with such transactions shall be in an amount at least equal to the fair value thereof and (ii) the consideration paid in connection with such transactions shall not be greater than the fair value thereof, in each case, as determined in the good faith business judgment of the Company or applicable Restricted Subsidiary; (i) sale and which leaseback transactions permitted by Section 6.10; (j) sales, transfers, leases and other dispositions to Company or a Restricted Subsidiary (other than, in each case, by a Subsidiary Guarantor or a subsidiary of a Subsidiary Guarantor); provided that if the seller is a Credit Party, either (i) the buyer shall also be a Credit Party other than Company or (ii) such sale, transfer or other disposition is an Investment permitted by Section 6.6; (k) leases entered into in connection with Ordinary Course of Business Activities, to the extent that they do not materially interfere with the business of the Group Members taken as a wholeCompany or any Restricted Subsidiary; (il) any disposition licenses or sublicenses of Securitization Assets to a Securitization Subsidiary intellectual property in connection with a Qualified Securitization Financing and (ii) Ordinary Course of Business Activities, to the extent that they do not materially interfere with the business of Company or any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of businessRestricted Subsidiary; (hm) dispositions sales of cash assets and Cash Equivalentsacquisitions listed on Schedule 6.8(m); provided that no less than eighty-five percent (85%) of the consideration shall be paid in Cash; (in) Permitted Acquisitionssales of Investments in Care Investment Trust, Inc.; provided, provided that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, (1) the consideration received for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backssale(s) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are in an amount at least equal to the fair market value thereof; (2) the Company and Restricted Subsidiaries shall use commercially reasonable efforts to obtain at least eighty-five percent (85%) of such asset or Investment consideration in Cash; and (3) the Net Asset Sale Proceeds thereof shall be applied as determined required by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)Section 2.10(a); (ko) any Restricted Subsidiary (other than a Subsidiary Guarantor that is directly owned by Company) may liquidate or dissolve if Company determines in good faith that such liquidation or dissolution is in the best interests of Company and is not materially disadvantageous to the Lenders; provided that if such Restricted Subsidiary is a Credit Party, its immediate parent company shall also be a Credit Party that is a Wholly-Owned Subsidiary of a Credit Party at the time of such liquidation or dissolution; (p) in addition to the foregoing, other sales or dispositions of assets to the extent required by applicable federal or state banking law, regulation or other directive; provided that the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.10(a); (q) 23A Transactions permitted pursuant to Section 6.8(c), it being understood that sales or other dispositions that constitute 23A Transactions shall not be permitted pursuant to any other provision of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a wholethis Agreement; and (mr) Investments made formation by the Company of an Intermediate Holding Company in accordance with Section 6.06 5.16 and Restricted Payments made the conveyance and transfer of property and all other actions reasonably satisfactory to the Lenders Steering Committee in accordance with Section 6.04connection therewith.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the or Equity Interests of, of any Person or a any division or line of business line or other business unit or a division of, of any Person of any Person, except: (a) (i) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any wholly-owned Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person or (ii) any Subsidiary of Lux 3 may be merged with or into any other Subsidiary of Lux 3, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case wholly-owned Subsidiary of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving PersonLux 3; (b) any Group Member Subsidiary of Lux 1 (other than the U.S. Borrower in the case of a disposition of all of its assetsBorrower) may dispose of any be converted into, or all of its assets (upon voluntary liquidation reorganized or otherwise) to reconstituted as, a Borrower corporation, limited partnership or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Saleslimited liability company; (i) any sale or discount, in each case without recourse, of past due accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (and, for the avoidance of doubt, not as part of a bulk sale or financing of accounts receivable) and (ii) the abandonment or other disposition of intellectual property that is, in the reasonable judgment of Borrower, no longer used or useful in the conduct of the business of Lux 1 or its Subsidiaries or is not otherwise of material value; (d) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$11,550,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash Equivalents, and (3) except to the extent required under Senior Loan Documents as in effect on the case Closing Date (and under any applicable Designated Senior Debt Documents as in effect as of their initial date of effectiveness), proceeds are applied to the repayment of Senior Debt (and any Asset Sale to any Restricted Subsidiaryother Designated Senior Debt, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(aapplicable); (e) any Group Member may sell inventory (or discountother assets) sold, in each case without recourse and in the ordinary course of business, accounts receivable arising leased or licensed out in the ordinary course of business (x) which are overdueexcluding any such sales, leases or (y) which such Group Member may reasonably determine are difficult licenses out by operations or divisions discontinued or to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivablesbe discontinued); (f) sales, leases or licenses out of other assets for aggregate consideration of less than $110,000 with respect to any Group Member may enter into licenses transaction or sublicenses series of Software, Trademarks related transactions and other Intellectual Property and general intangibles less than $1,100,000 in the ordinary course aggregate during any Fiscal Year; (g) disposals of business and obsolete, worn out or surplus property; (h) transfers of property as a result of any event from which do not materially interfere with the business Net Insurance/Condemnation Proceeds are received, but only upon receipt of the Group Members taken as a wholeNet Cash Proceeds of such events; (i) Permitted Acquisitions by Borrower or any disposition wholly-owned Domestic Subsidiary of Securitization Assets Borrower, the Acquisition Consideration for which constitutes (i) when added to a Securitization Subsidiary the aggregate Acquisition Consideration paid in connection with a Qualified Securitization Financing such Fiscal Year pursuant to clause (j)(i) of this Section 6.8, less than $5,500,000 in the aggregate for such Fiscal Year, and (ii) when added to the aggregate Acquisition Consideration paid at any disposition time on or after the Closing Date pursuant to clause (j)(ii) of accounts receivable this Section 6.8, less than $11,000,000 in connection with receivables factoring arrangements the aggregate from the Closing Date to the date of determination; (j) Permitted Acquisitions by any wholly-owned subsidiary of Lux 2 (other than Holdings and its Subsidiaries), the Acquisition Consideration for which constitutes (i) when added to the aggregate Acquisition Consideration paid in such Fiscal Year pursuant to clause (i)(i) of this Section 6.8, less than $5,500,000 in the aggregate for such Fiscal Year, and (ii) when added to the aggregate Acquisition Consideration paid at any time on or after the Closing Date pursuant to clause (i)(ii) of this Section 6.8, less than $11,000,000 in the aggregate from the Closing Date to the date of determination; (k) Cash Equivalents may be disposed of or liquidated in the ordinary course of business; (hl) dispositions Lux 1 and any of cash its Subsidiaries may license or sublicense software, trademarks and Cash Equivalentsother intellectual property on a non-exclusive basis in the ordinary course of business; provided that such licenses or sublicenses do not interfere in any material respect with the ordinary conduct of, or materially detract from the value of, the business of Lux 1 or such Subsidiary; (im) Permitted AcquisitionsAsset Sales by any Subsidiary of Lux 1 (other than a Lux Party or Holdings) to any other Subsidiary of Lux 1 (other than a Lux Party or Holdings) (including any such Asset Sale effected pursuant to a merger, consolidation, liquidation or dissolution); provided, provided that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of the business, assets or properties sold pursuant to any such asset or Investment (as determined by the U.S. Asset Sales from Borrower’s Board of Directors (, Holdings or a duly authorized committee thereof))Guarantor that is a Domestic Subsidiary of Holdings to any Foreign Subsidiary shall not exceed $2,200,000 in the aggregate from the Closing Date to the date of determination and (ii) to the extent such Asset Sale constitutes an Investment, such Investment must be permitted by Section 6.6 and any Indebtedness corresponding to such Investment must be permitted by Section 6.1; (kn) sales or other dispositions of the Equity Interests of, or other ownership interests Liens granted in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)compliance with Section 6.2; (lo) any lease, assignment or sublease capital expenditures made in the ordinary course of business which does not materially interfere by Lux 1 and its Subsidiaries shall be permitted to the extent permitted by Section 6.7(c) of the Senior Loan Agreement as in effect from time to time; (p) Lux 1 and any Subsidiary of Lux 1 may effect Permitted Exchanges in accordance with the business definition thereof; provided that any Cash and Cash Equivalents received pursuant thereto shall be included in the calculation for purposes of the Group Members taken as a whole; andclause (d) of this Section 6.8; (mq) Investments made in accordance with Section 6.06 6.6; (r) dispositions of the facilities located at (i) 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx and Restricted Payments made in accordance with Section 6.04(ii) 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxxxxx; and (s) the liquidation, winding up or dissolution of the Dalian Joint Venture.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Loan Party shall, nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, enter into any transaction of merger or consolidation, or liquidate, wind-up wind up, or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, or sub-lease (as lessor or licensesublessor), exchange, transfer transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets assets, or property of any kind whatsoeverwhatsoever (whether by Division or otherwise), whether real, personal personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire acquired by purchase or otherwise (other than purchases or other acquisitions of inventory, materials materials, and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property, or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Global Parent may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolveddissolved entity are transferred to a Loan Party (other than Global Parent) that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets or property may be conveyed, sold, leased, transferred transferred, or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such GuarantorGuarantor Subsidiary, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person;, (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales;, (c) dispositions of equipment and other property in the ordinary course of business that is worn (other than normal “wear and tear”), damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary, (d) to the extent constituting an Asset Sale, (i) the incurrence of Permitted Liens, (ii) the making of Restricted Junior Payments permitted pursuant to Section 6.05 and sale and lease back transactions permitted by Section 6.11, (e) Asset Sales; provided, the proceeds of which that (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceedsA) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearnot constituting Refranchising Activity, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Lead Borrower or Global Parent (or a duly authorized committee thereof)similar governing body), which consideration is received in an arm’s length transaction from a Person other than an Affiliate of a Loan Party (2provided that Asset Sales as permitted by Section 6.12(e) except in may be consummated with an Affiliate of a Loan Party) or (y) solely, to the case of any extent such Asset Sale constitutes Refranchising Activity, the Net Proceeds (excluding any royalties paid to any Restricted Subsidiarya Liberty Party in connection with the operation of a retail location) thereof shall not be less than five (5) times the net cash flow generated at the store(s) before allocating corporate overhead expenses for the four Fiscal Quarter period then ending, (B) no less than 75.075% thereof shall be paid in cash Cash, (C) no Default or Cash EquivalentsEvent of Default has occurred and is continuing and on a pro forma basis after giving effect to such Asset Sale, the Loan Parties shall be in compliance with the financial covenants set forth in Section 6.08(a) and (3b) except in as of the case last day of any Asset Sale the most recent Fiscal Quarter for which financial statements have been delivered pursuant to any Restricted SubsidiarySection 5.01(b), (D) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a) or 2.13(g); , and (eE) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business for Asset Sales (x) which are overdue, not constituting Refranchising Activity or (y) which such Group Member may reasonably determine are difficult to collect but only constituting sales of Real Property, the Net Proceeds thereof shall not exceed $5,000,000 in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables);aggregate, (f) the Lead Borrower or any Group Member Subsidiary thereof may enter into licenses make or sublicenses of Softwareown Permitted Investments, (g) sales, Trademarks transfers and other Intellectual Property dispositions among the Loan Parties, (h) sales, transfers, and general intangibles in the ordinary course of business and other dispositions by any Subsidiary which do is not materially interfere with the business of the Group Members taken as a whole;Loan Party to any Loan Party or any other Subsidiary that is not a Loan Party, (i) any disposition dispositions of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements Cash or Cash Equivalents in the ordinary course of business; (hj) dispositions non-exclusive licenses of cash patents, trademarks, and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect other intellectual property rights granted by any Loan Party or any of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease its Subsidiaries in the ordinary course of business which does and not materially interfere interfering in any respect with the ordinary conduct of the business of such Loan Party or any such Subsidiary; (k) the Group Members taken as abandonment, cancellation, dedication to the public domain or allowance to lapse of intellectual property of any Loan Party that is no longer material to that Loan Party’s business in that Loan Party’s reasonable business judgment; (l) dispositions of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment not prohibited hereunder, which assets are not used or useful to the core or principal business of the Lead Borrower and its Subsidiaries or (B) made to obtain the approval of any applicable antitrust authority in connection with a wholePermitted Acquisition; (m) to the extent constituting a disposition, the waiver of any payments due on or in respect of Indebtedness (other than payments due at the maturity thereof) owing to the Loan Parties by any other Persons; (n) exclusive licenses granted to franchisees in the ordinary course and consistent with past practices; and (mo) Investments made consummate a Division as a Dividing Person without the prior written consent of either Agent; notwithstanding the foregoing, if any Borrower or Guarantor that is a limited liability company consummates a Division, each Division Successor shall be required to comply with the obligations set forth in accordance Section 5.13 and the other further assurances obligations set forth in the Loan Documents and become a Borrower or Guarantor, as applicable, under this Agreement and the other Loan Documents.; and (p) the sale by the Liberty Parties of Liberty Area Development Rights, Liberty Franchise Rights, and store locations (and customer lists and other assets related thereto), in each case in the ordinary course of business and consistent with Section 6.06 past practice; provided that, notwithstanding anything to the contrary contained herein, in no event shall any Loan Party make any Asset Sale or other asset sale or disposition of assets that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and Restricted Payments made other intellectual property rights granted by any Loan Party or any of its Subsidiaries in accordance the ordinary course of business and not interfering in any respect with Section 6.04the ordinary conduct of the business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up wind up, or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, or sub-lease (as lessor or licensesublessor), exchange, transfer transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets assets, or property of any kind whatsoever, whether real, personal personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire acquired by purchase or otherwise (other than purchases or other acquisitions of inventory, materials materials, and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property, or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Parent may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolveddissolved entity are transferred to a Loan Party (other than Parent) that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets or property may be conveyed, sold, leased, transferred transferred, or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such GuarantorGuarantor Subsidiary, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person;, (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales;, (c) the disposition of furniture that is worn out (other than normal “wear and tear” for leasing) and that is no longer in a condition to be leased to customers, (d) to the extent constituting an Asset Sale, (i) Asset Sales, the proceeds incurrence of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; Permitted Liens and (ii) the making of Restricted Junior Payments permitted pursuant to Section 6.05. (e) Asset Sale described on Schedule 6.08(d)Sales; provided thatprovided, in the case of each of clause that (i) and (ii), (1A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Lead Borrower or Parent (or similar governing body) (except such Board (or similar governing body) need not make a duly authorized committee thereofdetermination as to fair market value with respect to any single Asset Sale the proceeds of which are less than $2,500,000)), which consideration is received in an arm’s length transaction from a Person other than an Affiliate of a Loan Party (2provided that Asset Sales as permitted by Section 6.12(e) except in the case may be consummated with an Affiliate of any Asset Sale to any Restricted Subsidiarya Loan Party), (B) no less than 75.075% thereof shall be paid in cash Cash, (C) no Default or Cash EquivalentsEvent of Default has occurred and is continuing and on a pro forma basis after giving effect to such Asset Sale, the Lead Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.08(a) and (3b) except in as of the case last day of any Asset Sale the most recent Fiscal Quarter for which financial statements have been delivered pursuant to any Restricted Subsidiary, Section 5.01(b) and (D) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables);and (f) the Lead Borrower or any Group Member Subsidiary thereof may enter into licenses make or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) own Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV)Investments; provided that, in each case, the net proceeds received by the applicable Group Member are at least equal notwithstanding anything to the fair market value contrary contained herein, in no event shall any Loan Party make any Asset Sale or other asset sale or disposition of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease assets that results in the ordinary course transfer of business which does ownership (directly or indirectly) of any Material Intellectual Property or any interest in any Franchise Agreement to any Person that is not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04Loan Party.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries or Controlled Minority Holdings to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property Property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person, except: (a) (i) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, Property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, applicable shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and ; (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Controlled Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any be merged with or all of its assets (upon voluntary liquidation or otherwise) to a into Borrower or any other Loan PartyGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, Property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor; and (iii) any Group Member that is not a Loan Credit Party may dispose of be merged with or into any or all of its assets (upon voluntary liquidation or otherwise) to another other Group Member that is not a Loan Credit Party; (b) disposals of obsolete, worn out or surplus Property; (c) sales or other dispositions of assets that do not constitute Asset Sales[Intentionally Omitted]; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (md) Investments made in accordance with Section 6.06 6.7(a) and Restricted Payments made other Investments permitted pursuant to Section 5.20; (e) Permitted Leases; (f) Scheduled Dispositions described on Schedule 6.9 provided that the Net Asset Sale Proceeds therefrom are applied in accordance with Section 6.042.10(a); (g) [Intentionally Omitted]; (h) Asset Sales pursuant to “buy-sell,” “put-call” or similar arrangements in joint venture agreements in effect on the date hereof; (i) reciprocal easement agreements existing as of the Closing Date or entered into in connection with Permitted Leases, Development Assets and Redevelopment Assets; provided, that such easements constitute Permitted Liens; (j) [Intentionally Omitted]; (k) Asset Sales in the ordinary course (including out parcel sales) for a purchase price (minus the amount of transaction expenses directly incurred by a Controlled Group Member in connection with such Asset Sales) not exceeding $10,000,000 individually or $30,000,000 in the aggregate; or (l) Licenses of intellectual property in the ordinary course of business on arms’ length terms.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed(as lessee), or acquire by purchase or otherwise licensed (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Personas licensee), except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantorinvolving Company, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower Company shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with in the case of any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be such merger, a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Wholly-Owned Guarantor Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member Disposition of assets between Credit Parties (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyHoldings); (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $250,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$500,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)Company), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.090% thereof shall be consist of Cash paid in cash or Cash Equivalentsupon the closing of each applicable Asset Sale, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (ed) any Group Member may sell or discount, in each case without recourse and in the ordinary course sales of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult inventory to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements unaffiliated customers in the ordinary course of business; (he) dispositions disposals of cash and Cash Equivalentsobsolete or worn out property in the ordinary course of business; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease accounts receivable in the ordinary course of business which does and consistent with past practices in connection with the collection or compromise thereof; (ii) non-exclusive licenses, sublicenses, leases or subleases granted in the ordinary course of business consistent with past practices to others not materially interfere interfering in any material respect with the business of Holdings and its Subsidiaries; and (iii) the Group Members taken as a whole; anddisposition of Cash Equivalents for fair market value; (mg) to the extent constituting a disposition not otherwise permitted hereunder, the granting of Liens permitted by Section 6.2, the making of Restricted Junior Payments permitted by Section 6.5 and the making of Investments made permitted by Section 6.7. Notwithstanding anything to the contrary contained in accordance with the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to (1) consummate any “Division” (as defined in Section 6.06 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute and Restricted Payments made in accordance with Section 6.04(2) sell, transfer or otherwise dispose of any assets or property to an Inactive Subsidiary.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such the Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than Subsidiary of the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$50,000,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do acquisition targets not become Loan Parties or of assets which are not acquired by Loan Partiesdomiciled within the United States, the consideration Acquisition Consideration for such Persons or assets shall not exceed an aggregate amount exceed, collectively with any Investment permitted under Section 6.06(d) in Joint Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors, more than $50,000,000; (g) sales of 5.0% of Consolidated Total Assets over assets in connection with the term of this Agreementsale and lease-back transactions permitted under Section 6.10; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mh) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.06.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesublease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased and no Subsidiary of Borrower shall issue or licensedsell or enter into an agreement to issue or sell, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated its Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any PersonStock, except: (i) any Group Member Subsidiary of Borrower (other than Borrower) may be merged or consolidated with or into Borrower or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, subleased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor; provided, that (x) that, in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary Credit Party (other than Borrower) may merge with change its legal form if Borrower determines in good faith that such action is in the best interests of Borrower and the other Credit Parties and such change is not disadvantageous to Lenders in any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Personmaterial respect; (b) sales, transfers or other dispositions of assets made to any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Credit Party; (c) sales disposals of obsolete, worn out or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements surplus property in the ordinary course of business; (hd) sales or other dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (ke) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (li) any lease, assignment or sublease inventory in the ordinary course of business which does and (ii) accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (f) leases, subleases, licenses or sublicenses in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of Borrower or any of its Subsidiaries; (g) any wholly-owned Subsidiary of the Group Members taken as Borrower may merge into the Person such Subsidiary was formed to acquire in connection with a wholePermitted Acquisition; and (mh) dispositions constituting the granting of Liens permitted by Section 6.2, Restricted Junior Payments made in accordance with Section 6.4 and Investments made in accordance with Section 6.06 6.6; provided, that notwithstanding anything in the foregoing to the contrary no Credit Party shall convey, sell, lease or sublease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions (by merger or consolidation or otherwise), all or substantially all of the assets or property of Borrower and Restricted Payments made in accordance with Section 6.04its Subsidiaries, taken as a whole, other than to Borrower.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, 68 CREDIT AND GUARANTY AGREEMENT property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (a) with the exception of any Subsidiary organized under the laws of Canada or any of its Provinces (i) any Group Member Subsidiary of Company may be merged with or consolidated into Company or any Guarantor Subsidiary (provided that the Company shall always be the surviving Person of any merger to which it is a party and a Guarantor Subsidiary shall be the surviving Person of any merger to which a Guarantor Subsidiary is a party except a merger into Company), and any Subsidiary that is not a Guarantor may be merged with or into any Subsidiary that is not a Guarantor (provided if the parent of a party to any such merger has pledged all or a portion of the stock of such party under the Credit Documents then such party shall be the surviving Person of any such merger or, if the other Group Member, or party is the surviving Person the parent of such surviving Person shall pledge the same proportion of the stock of the surviving Person); and (ii) any Subsidiary of Company may be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group Member; providedGuarantor Subsidiary or, that (x) in the case of a merger or consolidation of a Group Member that if such Subsidiary is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be to the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of that is its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Personparent; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset SalesSales for fair value, the proceeds of which (valued at the principal amount thereof in the case i) are less than $150,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$250,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(aSECTION 2.11(a); (d) disposals of obsolete or worn out property; (e) Permitted Acquisitions, the aggregate consideration for which, to the extent consisting of (i) Cash (including any Group Member may sell Cash paid to dissenting shareholders), Indebtedness of the acquiring Person, or discountIndebtedness of the Person being acquired, or other consideration besides Capital Stock of the Company, is not more than $1,500,000, in each case without recourse the aggregate, and in (ii) Capital Stock of the ordinary course of businessCompany, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and is not as part of any bulk sale or financing of receivables)more than $5,000,000; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 SECTION 6.7; and (g) the execution of either (i) a letter of intent, term sheet, or similar document (A) that provides for fees (including breakup or similar fees, legal, and Restricted Payments made other fees and expenses) payable by the Company of no more than $250,000 in accordance the aggregate, and (B) for which prompt notice of the execution thereof has been given to Administrative Agent) or (ii)an agreement (with Section 6.04prompt notice upon execution to be given by Company to the Administrative Agent) for (i) any merger of Company with or into a Person, or (ii) a sale of all or substantially all of the assets of Company to a Person that is, in the case of either CLAUSE (i) and (ii) above, in the opinion of the Company's board of directors, reasonably likely to be consummated and, if consummated, will result in the concurrent payment in full of all Obligations.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), license or sublicense (as licensor or sublicensor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquiredacquired (each, leased or licenseda “Disposition”), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business ) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged merged, consolidated or consolidated amalgamated with or into Borrower or any other Group MemberGuarantor (including a merger, the purpose of which is to reorganize Borrower into a new jurisdiction in the United States), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, in all cases to the Borrower or any other Group MemberGuarantor; providedprovided that, that (xi) in the case of all instances a merger or consolidation of a Group Member that is not a Loan Credit Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (zii) in the case of all cases involving a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied transaction with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member Subsidiary that is not a Loan Credit Party may dispose of be merged, consolidated or amalgamated with or into any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member other Subsidiary that is not a Loan PartyCredit Party and any Subsidiary that is not a Credit Party may convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets to another Subsidiary; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale), when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearhereunder, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d)are less than $2,000,000; provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) Dispositions of inventory, obsolete, worn out or surplus equipment in an amount not to exceed $1,000,000 and the lapse, abandonment, or other Disposition of immaterial Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or no longer used or useful in the ordinary course of Borrower’s and its Subsidiaries’ business, taken as a whole or otherwise uneconomical to prosecute or maintain; (e) any Group Member may sell or discountPermitted Acquisitions; (f) Liens incurred in accordance with Section 6.2, Investments made in accordance with Section 6.6, and Restricted Junior Payments made in accordance with Section 6.4, in each case without recourse and in the ordinary course case, other than by reference to this Section 6.8(f); (i) non-exclusive licenses or sub-licenses of business, accounts receivable arising Intellectual Property granted by Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Borrower and its Subsidiaries, taken as a whole and (xii) exclusive licenses on arms-length terms and conditions (including fair market value royalties or other fees in consideration of the rights granted) solely in the Non-Core Territories for the fubo-branded fuboTV Platform for a term of no longer than five (5) years so long as the license agreement requires (a) the counterparty to such license to assign any Intellectual Property created or owned by such counterparty that is an advancement, development, improvement, modification or other derivative of the Intellectual Property licensed by the Borrower or any other Credit Party back to Borrower or any other Credit Party and (b) the counterparty not to acquire title in or own any of the Intellectual Property licensed by Borrower or any of its subsidiaries; (h) the use or transfer of cash or Cash Equivalents in the ordinary course of business in a manner not otherwise prohibited by this Agreement and conversions of Cash Equivalents into cash or other Cash Equivalents; (i) the sale, assignment, lease, conveyance, transfer or other Disposition of property by (i) Borrower or any Subsidiary of Borrower to any Credit Party, (ii) any Subsidiary of Borrower that is not a Credit Party to any other Subsidiary of Borrower that is not a Credit Party and (iii) any Credit Party to any Subsidiary that is not a Credit Party; provided that, with respect to this clause (iii), such assets shall not include any Intellectual Property which are overdueis material to the conduct of the business of the Borrower or its Subsidiaries and the fair market value of such assets shall not exceed $250,000 in the aggregate during the term of this Agreement; (j) subject to Section 2.10, Dispositions resulting from a casualty event or other insured damage to, or any taking under power of eminent domain or required by condemnation or similar proceeding of any property or asset of Borrower or any Subsidiary of Borrower; and (yk) which such Group Member may reasonably determine are difficult to collect but only Dispositions, discounts or forgiveness of delinquent Accounts in connection with the compromise compromise, settlement or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivablestransaction); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (hl) dispositions any Subsidiary may merge, amalgamate, or consolidate with any other Person in order to effect a Permitted Acquisition; provided, that the continuing or surviving Person shall be a Subsidiary of cash Borrower and Cash Equivalentsshall have complied with the requirements of Section 5.11; (i) Permitted Acquisitionsthe sale or issuance of Capital Stock of Borrower to any Person; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale the sale or issuance of Capital Stock of any Subsidiary of Borrower to any Credit Party provided that no cash consideration is paid to any such Subsidiary issuing Capital Stock that is not a Credit Party; and Lease(iii) the sale or issuance of the Capital Stock of any non-Backs otherwise permitted by Section 6.10(iiCredit Party to any other non-Credit Party; (n) leases, subleases, licenses, or sublicenses of real or personal property in the ordinary course of business; (o) other Asset Sales and Dispositions (other than material Intellectual Property of the Borrower and its Subsidiaries and Capital Stock of any Subsidiaries of Borrower and Joint Ventures), the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds), when aggregated with the proceeds of all other Asset Sales and/or Dispositions made in reliance on this clause (o), are less than $3,000,000. Notwithstanding the foregoing, no Credit Party shall, nor shall it permit any of its Subsidiaries to convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any material part of the fuboTV Platform or any of their respective rights, title or interest therein: provided that the Net Cash Proceeds Borrower or any of Sale and Leaseits Subsidiaries may grant non-Backs (other than Permitted Sale and Leaseexclusive licenses or sub-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions licenses of the Equity Interests of, fuboTV Platform pursuant to Section 6.8(g) above or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease for cash in the ordinary course of business which does and not materially interfere interfering in any respect with the ordinary conduct of the business of the Group Members taken as a whole; and (m) Investments made Borrower or any of its Subsidiaries, in accordance with Section 6.06 5.23. To the extent any Collateral is disposed of as expressly permitted by this Section 6.8 to any Person that is not a Credit Party, such Collateral shall be sold free and Restricted Payments made in accordance with Section 6.04clear of the Liens created by the Credit Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall, and shall be authorized to, take any actions reasonably requested by the Borrower to evidence the termination of any Liens granted on such Collateral.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such the Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than Subsidiary of the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do acquisition targets not become Loan Parties or of assets which are not acquired by Loan Partiesdomiciled within the United States, the consideration Acquisition Consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (iexceed, collectively with any Investment permitted under Section 6.06(d) Permitted Sale in Joint Ventures and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (Subsidiaries other than Permitted Sale and LeaseWholly-Backs) shall be applied as required by Section 2.14(a); providedOwned Subsidiary Guarantors, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof))more than $25,000,000; (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.06; and (h) the Related Acquisitions.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or make any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensedAsset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, inventory and materials and the acquisition of equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all of the or Equity Interests or other evidence of beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberSubsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberSubsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Personmerger, (yi) in if the case of a merger or consolidation of a Guarantor with or into another GuarantorBorrower is party to the merger, a Guarantor the Borrower shall be the continuing or surviving Person and (zii) in the case of if any Guarantor is a merger or consolidation of party to such merger, then a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Yeardo not exceed $15,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower applicable Credit Party (or a duly authorized committee thereofsimilar governing body)), and (2ii) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof seventy-five percent (75%) of such proceeds shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementcash; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mc) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.048.6.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger merger, amalgamation, reorganization or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings or Xxxxxxx may be merged or consolidated amalgamated with or merged into Borrower or any other Group MemberGuarantor Subsidiary/Affiliate, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary/Affiliate; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such GuarantorGuarantor Subsidiary/Affiliate, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Salesdisposals of obsolete, worn out or surplus equipment in an aggregate amount not to exceed $20,000,000; (d) the proceeds sale by Borrower of which (valued at the principal amount thereof Equity Interests of Xxxxxxx to Designated Xxxxxxx Parent in the case of non-cash proceeds consisting of notes or other debt Securities and valued at exchange for fair market value consisting of Cash or promissory notes pledged to the Secured Parties in the case of other non-cash proceeds) when aggregated accordance with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)Collateral Documents; (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)Xxxxxxx Sale; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a wholePermitted Joint Venture Dispositions; (ig) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition sales of accounts receivable in connection with receivables factoring arrangements in receivable, payment intangibles, collections thereon and related assets by Holdings and ACSC to Abitibi SPV, and sales of such accounts receivables, payment intangibles, collections thereon and related assets by Abitibi SPV, pursuant to the ordinary course ACSC Securitization Documents, provided that no such sales shall take the form of businesscapital contributions or other Investments; (h) dispositions of cash and Cash Equivalentsthe Snowflake Disposition; (i) Permitted Acquisitions; providedLiens, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value extent constituting disposals of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof))assets; (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mj) Investments made in accordance with Section 6.06 6.6; (k) other Asset Sales in an aggregate amount not to exceed $500,000,000, so long as (i) no Default or Event of Default shall have occurred and Restricted Payments be continuing at the time of such Asset Sale or shall be caused thereby, and (ii) no prepayment of the Term Loans shall be required under Section 2.14(d) on a pro forma basis after giving effect to such Asset Sale as of the last day of the month most recently ended (unless such prepayment is made in accordance with Section 6.04concurrently therewith).

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer transfer, divide or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (a) (i) any Group Member Subsidiary of Holdings (other than the Borrower) may be merged or consolidated with or into the Borrower or any Guarantor Subsidiary (or into any Subsidiary of Holdings (other than the Borrower) or any other Person pursuant to a Permitted Acquisition permitted under Section 6.6 or an Investment permitted under Section 6.6 that will become a Guarantor Subsidiary upon consummation of such merger or consolidation), or all or any part of its business, property or assets may be Disposed of, in one transaction or a series of transactions, to the Borrower or any Guarantor Subsidiary or any Subsidiary of Holdings (other than the Borrower) that will become a Guarantor Subsidiary upon consummation of such Disposition and (ii) any Non-Guarantor Subsidiary may be merged or consolidated with or into any other Group Member, or be liquidated, wound up or dissolvedNon-Guarantor Subsidiary, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberNon-Guarantor Subsidiary; provided, provided that (xA) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a involving the Borrower, the Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (zB) in the case of such a merger or consolidation of involving a Guarantor with or into a BorrowerSubsidiary, such Borrower Guarantor Subsidiary or an entity that shall be become a Guarantor Subsidiary upon the continuing consummation of such merger or surviving Personconsolidation, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions Dispositions of assets that do not constitute Asset Sales; (ic) Asset SalesSales (other than of any Specified Non-Core Asset B), the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value Fair Market Value in the case of other non-cash Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1A) the consideration received for such assets shall be in an amount at least equal to the fair market value Fair Market Value thereof (determined in good faith by the Board board of Directors directors of Holdings or the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2B) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof of such consideration shall be paid in cash or Cash EquivalentsCash, and (3C) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) Dispositions of obsolete, damaged, worn out or surplus property; (e) the TLA Disposition; provided, that any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdueassets transferred to, or other Investments made in, TLA Acquisition Corp. by the Credit Parties after the Amendment No. 1 Effective Date may not be Disposed of pursuant to this clause (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivablese); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles Investments made in the ordinary course of business and which do not materially interfere accordance with the business of the Group Members taken as a wholeSection 6.6; (ig) any disposition Dispositions of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing Inventory, Cash and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements Cash Equivalents in the ordinary course of business; (h) dispositions of cash and Cash Equivalentsany such transaction that is a Restricted Payment permitted pursuant to Section 6.4; (i) Permitted Acquisitions; provideddispositions of receivables in connection with the compromise, that settlement or collection thereof in respect the ordinary course of acquisitions business and exclusive of Persons which do not become Loan Parties factoring or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; andsimilar arrangements; (ij) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise licenses, sublicenses, leases or subleases permitted by pursuant to Section 6.10(ii6.2(k), ; provided that any upfront payments, “down payments” or similar payments paid in connection with the Net Cash Proceeds consummation of Sale and Lease-Backs such Disposition in excess of $2,000,000 with respect to any transaction or series of related transactions or in excess of $5,000,000 in the aggregate in any Fiscal Year (other than Permitted Sale and Lease-Backswhether made on the date of such consummation or otherwise) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)Loans pursuant to Section 2.10(a); (k) sales Dispositions of property subject to foreclosure, casualty, eminent domain or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture condemnation proceedings (including the China JV); provided that, any agreement in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset lieu thereof or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereofany similar proceeding); (li) the abandonment, cancellation or lapse of registered patents, trademarks, copyrights and other intellectual property of any Credit Party or any of its Subsidiaries that are, in the reasonable business judgment of such Credit Party or Subsidiary, no longer material to, or no longer used or useful in, the business of such Credit Party or Subsidiary, (ii) the abandonment, cancellation or lapse of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business, so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights and (B) such lapse, cancellation or abandonment is not materially adverse to the interests of the Lenders, or (iii) the expiration of patents in accordance with their statutory terms; (m) the dissolution or liquidation of any Immaterial Subsidiary; (n) any leasesale of any Investment in any Joint Venture pursuant to customary buy/sell terms between the Joint Venture parties pursuant to documentation evidencing such Joint Venture; (o) any expiration of any option agreement in respect of real or personal property; (p) [reserved]; (i) the contemporaneous exchange, assignment in the ordinary course of business, of property for property of a like kind, to the extent that the property received in such exchange is of value equivalent to or sublease greater than the value of the property exchanged and (ii) the sale of equipment or other fixed assets to the extent that (A) such assets are exchanged for credit against the purchase price of similar replacement assets that are purchased within 90 days or (B) the proceeds of such sale are applied to the purchase price of replacement assets within 90 days; (r) Dispositions of assets by and among Holdings and its Subsidiaries; provided, that if the transferor in such a transaction is a Credit Party, then (A) the transferee must be a Credit Party or (B) such Disposition must be in the ordinary course of business which does and (1) the portion of such Disposition made for less than fair market value and (2) any non-cash consideration received in exchange for such Disposition shall, in the case of each of clauses (1) and (2), constitute an Investment in such Subsidiary and must be otherwise permitted pursuant to Section 6.6; (s) any surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind, in each case in the ordinary course of business; (t) Disposition of assets acquired in a Permitted Acquisition or other Investment permitted pursuant to Section 6.6 that the Borrower determines will not materially interfere with be used or useful in the business of the Group Members taken as a wholeBorrower and its Subsidiaries; andprovided, the consideration received for such assets shall be in an amount at least equal to the Fair Market Value thereof; (mu) Investments made [reserved]; (v) Disposition of any Specified Non-Core Asset B; provided, that the consideration received for such assets shall be in accordance an amount at least equal to the Fair Market Value thereof (determined in good faith by the board of directors of Holdings or the Borrower (or similar governing body)); provided that, for the avoidance of doubt, this Section 6.8 shall not prohibit Dispositions of assets which are subject to Liens permitted under Section 6.2 and that secure (i) Indebtedness permitted under Section 6.1(i) or (ii) Indebtedness otherwise permitted under Section 6.1 and incurred to finance the acquisition, construction, lease or improvement of assets after the Closing Date in connection with Section 6.06 Consolidated Capital Expenditures permitted under this Agreement, so long as such Indebtedness is created within 180 days after the acquisition, construction, lease or improvement of the asset financed, in the case of each of clauses (i) and Restricted Payments made in accordance with Section 6.04(ii), if the title to such asset so financed is transferred to the Person providing such Indebtedness.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit, any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of -------- such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that which do not constitute Asset Sales; (ic) Permitted Acquisitions, the aggregate cash consideration for which (when aggregated with Investments permitted pursuant to Section 6.5(j)) constitutes less than $100,000,000, (provided that no more than $75,000,000 of -------- such amount shall be in respect of acquisitions of any assets, business lines, divisions or entities which have generated negative Free Cash Flow for the trailing twelve month period immediately preceding such acquisition) plus, the portion, if any, of Excess Equity Proceeds Amounts allocated to Permitted Acquisitions; (d) Investments made in accordance with Section 6.5; and (e) subject to the requirements of Section 2.12(a), Asset Sales, Sales the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearsince the Closing Date, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04$30,000,000.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or voluntarily convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or become a general partner in any partnership, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into any other Group MemberBorrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberBorrower or any Guarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Partysales, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales transfers or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale), when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d)are less than $500,000; provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by an Authorized Officer of the applicable Borrower or, if the consideration is greater than $100,000, determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)applicable Borrower), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof of such consideration shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by in Section 2.14(a)2.30; (d) disposals of obsolete, worn out or surplus property; (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)Permitted Acquisitions; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles Investments made in the ordinary course of business and which do not materially interfere accordance with the business of the Group Members taken as a wholeSection 6.07; (ig) the sale of any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements Investments permitted under Section 6.07 in the ordinary course of business; (h) dispositions the use of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect the ordinary course of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementbusiness; and (i) Permitted Sale so long as no Event of Default has occurred and Lease-Backs and is continuing, any Loan Party may (ii1) Sale and Lease-Backs otherwise permitted by Section 6.10(ii)compromise or settle any dispute, provided that claim or legal proceeding with respect to accounts receivable for less than the Net Cash Proceeds of Sale and Lease-Backs total unpaid balance thereof, (other than Permitted Sale and Lease-Backs2) shall be applied as required by Section 2.14(a); providedrelease, furtherwholly or partially, that, any Person liable for the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee payment thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in (3) allow any credit or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided thatdiscount thereon, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease case in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04business.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Loan Party shall, nor shall it permit any of its Subsidiaries (excluding the Excluded Entities) to, enter into any transaction of merger or consolidation, or liquidate, wind-up wind up, or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, or sub-lease (as lessor or licensesublessor), exchange, transfer transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets assets, or property of any kind whatsoeverwhatsoever (whether by Division or otherwise), whether real, personal personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire acquired by purchase or otherwise (other than purchases or other acquisitions of inventory, materials materials, and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property, or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Global Parent may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up, or dissolved so long as all the assets of such liquidating, wound up or dissolveddissolved entity are transferred to a Loan Party (other than Global Parent) that is not liquidating, winding up or dissolving, or all or any part of its business, property, or assets or property may be conveyed, sold, leased, transferred transferred, or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such GuarantorGuarantor Subsidiary, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person;, (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales;, (c) dispositions of equipment and other property in the ordinary course of business that is worn (other than normal “wear and tear”), damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary, (d) to the extent constituting an Asset Sale, (i) the incurrence of Permitted Liens, (ii) the making of Restricted Junior Payments permitted pursuant to Section 6.05 and sale and lease back transactions permitted by Section 6.11, (e) Asset Sales, the proceeds Sales (other than bulk sales of which ABL Priority Collateral (valued at the principal amount thereof as such term is defined in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceedsIntercreditor Agreement)); provided, that (A) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearnot constituting Refranchising Activity, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Lead Borrower or Global Parent (or a duly authorized committee thereof)similar governing body), which consideration is received in an arm’s length transaction from a Person other than an Affiliate of a Loan Party (2provided that Asset Sales as permitted by Section 6.12(e) except in may be consummated with an Affiliate of a Loan Party) or (y) solely, to the case of any extent such Asset Sale constitutes Refranchising Activity, the Net Proceeds (excluding any royalties paid to any Restricted Subsidiarya Liberty Party in connection with the operation of a retail location) thereof shall not be less than five (5) times the net cash flow generated at the store(s) before allocating corporate overhead expenses for the four Fiscal Quarter period thethen ending, (B) no less than 75.075% thereof shall be paid in cash Cash, (C) no Default or Cash EquivalentsEvent of Default has occurred and is continuing and on a pro forma basis after giving effect to such Asset Sale, the Loan Parties shall be in compliance with the financial covenants set forth in Section 6.08(a) and (3b) except in as of the case last day of any Asset Sale the most recent Fiscal Quarter for which financial statements have been delivered pursuant to any Restricted SubsidiarySection 5.01(b), (D) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a) or 2.13(g); , and (eE) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business for Asset Sales (x) which are overdue, not constituting Refranchising Activity or (y) which such Group Member may reasonably determine are difficult to collect but only constituting sales of Real Property, the Net Proceeds thereof shall not exceed $5,000,000 in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables);aggregate, (f) the Lead Borrower or any Group Member Subsidiary thereof may enter into licenses make or sublicenses of Softwareown Permitted Investments, (g) sales, Trademarks transfers and other Intellectual Property dispositions among the Loan Parties, (h) sales, transfers, and general intangibles in the ordinary course of business and other dispositions by any Subsidiary which do is not materially interfere with the business of the Group Members taken as a whole;Loan Party to any Loan Party or any other Subsidiary that is not a Loan Party, (i) any disposition dispositions of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements Cash or Cash Equivalents in the ordinary course of business; (hj) dispositions non-exclusive licenses of cash patents, trademarks, and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect other intellectual property rights granted by any Loan Party or any of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease its Subsidiaries in the ordinary course of business which does and not materially interfere interfering in any respect with the ordinary conduct of the business of such Loan Party or any such Subsidiary; (k) the Group Members taken as abandonment, cancellation, dedication to the public domain or allowance to lapse of intellectual property of any Loan Party that is no longer material to that Loan Party’s business in that Loan Party’s reasonable business judgment; (l) dispositions of any assets (including Capital Stock) (A) acquired in connection with any Permitted Acquisition or other Investment not prohibited hereunder, which assets are not used or useful to the core or principal business of the Lead Borrower and its Subsidiaries or (B) made to obtain the approval of any applicable antitrust authority in connection with a wholePermitted Acquisition; (m) to the extent constituting a disposition, the waiver of any payments due on or in respect of Indebtedness (other than payments due at the maturity thereof) owing to the Loan Parties by any other Persons; (n) exclusive licenses granted to franchisees in the ordinary course and consistent with past practices; and (mo) Investments made consummate a Division as a Dividing Person without the prior written consent of the Administrative Agent; notwithstanding the foregoing, if any Borrower or Guarantor that is a limited liability company consummates a Division, each Division Successor shall be required to comply with the obligations set forth in accordance Section 5.13 and the other further assurances obligations set forth in the Loan Documents and become a Borrower or Guarantor, as applicable, under this Agreement and the other Loan Documents.; and (p) the sale by the Liberty Parties of Liberty Area Development Rights, Liberty Franchise Rights, and store locations (and customer lists and other assets related thereto), in each case in the ordinary course of business and consistent with Section 6.06 past practice; provided that, notwithstanding anything to the contrary contained herein, in no event shall any Loan Party make any Asset Sale or other asset sale or disposition of assets that results in the transfer of ownership (directly or indirectly) of any Material Intellectual Property (except for non-exclusive licenses of patents, trademarks, and Restricted Payments made other intellectual property rights granted by any Loan Party or any of its Subsidiaries in accordance the ordinary course of business and not interfering in any respect with Section 6.04the ordinary conduct of the business of such Loan Party or any such Subsidiary) or any interest in any Franchise Agreement to any Person that is not a Loan Party.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries if any such alteration could reasonably be expected to have a Material Adverse Effect, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the business, property or fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or unit or a division of, of any Person, except: (ia) any Group Member Domestic Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberWholly-Owned Domestic Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberWholly-Owned Domestic Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Wholly-Owned Domestic Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower Foreign Subsidiary of Company may be merged with or into Company or any Wholly-Owned Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Foreign Subsidiary; provided, in the case of such a disposition of all of its assets) may dispose of any merger, Company or all of its assets (upon voluntary liquidation such Wholly-Owned Foreign Subsidiary shall be the continuing or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Partysurviving corporation; (c) sales or other dispositions liquidation of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements Equivalents in the ordinary course of business; (hd) dispositions sales of cash and Cash Equivalentsassets which do not constitute Asset Sales; (e) leases or subleases to other Persons of assets by Company or any Subsidiary thereof in the ordinary course of business as conducted thereby on the Closing Date; (f) licenses to other Persons of Intellectual Property by Company or any Subsidiary thereof in the ordinary course of business as conducted thereby on the Closing Date; (g) Asset Sales constituting (i) in any Fiscal Year, 10% or less of the gross book value, as determined in accordance with GAAP, of the Consolidated Assets determined as of the Fiscal Quarter immediately preceding the Fiscal Quarter in which such Asset Sale occurs, and (ii) from the Closing Date to the date of determination, less than $500,000,000 in the aggregate; (h) Permitted Acquisitions; provided, that at any time the Reduced Leverage/Improved Ratings Status is not in effect, Permitted Acquisitions shall be permitted only if (i) the aggregate cash consideration (including the incurrence or assumption of any Indebtedness in connection therewith) with respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall thereto does not exceed an aggregate amount of 5.0% of Consolidated Total Assets over $50,000,000 in any Fiscal Year and $100,000,000 during the term of this Agreement, and (ii) the aggregate consideration with respect thereto in the form of equity Securities of Company does not exceed $250,000,000 in any Fiscal Year; provided further, (1) unused amounts in (i) and (ii) above may be carried over to succeeding years, (2) with respect to all Permitted Acquisitions by or of a Foreign Subsidiary, the consideration referred to in each of clauses (i) and (ii) shall not exceed 50% of the amount stated therein, and (3) for the purposes of this Section 6.7(h), Fiscal 1999 shall be measured from the Closing Date through December 31, 1999; (i) transactions described in the Acquisition Agreement; and (ij) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise transactions permitted by under Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.5.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such the Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than Subsidiary of the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales sales, leases, licenses, transfers or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$50,000,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do acquisition targets not become Loan Parties or of assets which are not acquired by Loan Partiesdomiciled within the United States, the consideration Acquisition Consideration for such Persons or assets shall not exceed an aggregate amount exceed, collectively with any Investment permitted under Section 6.06(d) in Joint Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors, more than $50,000,000; (g) sales of 5.0% of Consolidated Total Assets over assets in connection with the term of this Agreementsale and lease-back transactions permitted under Section 6.10; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mh) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.06.; and (i) the lease of the real property owned by New Jersey Imaging Partners, Inc., located at 0000 Xxxxxx Xxxxxx, Union, N.J., to its Affiliate.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit, any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or unit or a division of, of any Person, except: (ia) subject to Section 6.13, any Group Member Subsidiary of Borrower may be merged or consolidated with or into Company or any other Group MemberSubsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group Memberof its Subsidiaries; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that which do not constitute Asset Sales; (ic) Asset Sales, the proceeds leases or subleases to or from other Persons of which (valued at the principal amount thereof in the case assets by Company or any of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements it Subsidiaries in the ordinary course of business; (hd) dispositions licenses to or from other Persons of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties Intellectual Property by Company or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease Subsidiary thereof in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; andbusiness; (me) Permitted Acquisitions; (f) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with 6.5; and (g) Asset Sales, subject to Section 6.042.11(a).

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Acquisition or transaction of merger or consolidation, or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or make any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensedAsset Sale, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, inventory and materials and the acquisition of equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business, subject to Section 8.9) all the business, property or substantially all of the fixed assets of, all of the or Equity Interests of, or a business line or unit or a division other evidence of beneficial ownership of, any PersonPerson or any division or line of business or other business unit of any Person (including, in each case, pursuant to the division or allocation of a limited liability company), except: (ia) any Group Member Subsidiary of any Credit Party may be merged or consolidated with or into the Borrower or any other Group MemberSubsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberSubsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Personmerger, (yi) in if the case of a merger or consolidation of a Guarantor with or into another GuarantorBorrower is party to the merger, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) if any Restricted Subsidiary may merge with any other person in order Guarantor is a party to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be such merger, then a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower Guarantor shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Salewhich, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, do not exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); $10,000,000 provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower applicable Credit Party (or a duly authorized committee thereofsimilar governing body)), and (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than seventy-five percent (75.0% thereof %) of such proceeds shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)cash; (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mc) Investments made in accordance with Section 6.06 and Restricted Payments 8.6; and (d) sales of any assets made by any Regulated Subsidiary in accordance with Section 6.04the ordinary course of business.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of Ordinary Course) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Xerium may be merged or consolidated with or into a Borrower or any other Group MemberSubsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Borrower or any other Group MemberSubsidiary; provided, that (x) however, in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into involving a Borrower or Guarantora Guarantor Subsidiary merging with a non-Guarantor Subsidiary, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash non Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash non Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower such Credit Party (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (ed) disposals of obsolete, worn out or surplus property, and any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only assets acquired in connection with the compromise acquisition of another Person in a division or collection thereof consistent with prudent line of business practice (and not as part of any bulk sale or financing of receivables)such Person reasonably determined by the acquirer to be surplus assets; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (ie) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an which constitutes less than $25,000,000 in the aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementin any Fiscal Year; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mf) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter Company shall not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventoryEligible Receivables, materials or Permitted Investments in a Controlled Account (and equipment and Consolidated Capital Expenditures property received from time to time in connection with the ordinary course workout or insolvency of any Receivables Obligor)) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: provided that, notwithstanding the foregoing, (a) Permitted Asset Sales of Term Receivables and LOC Receivables (other than Co-Existence LOC Receivables) may occur so long as no Event of Default pursuant to Section 7.1(a), 7.1(g), 7.1(h) or 7.1(p) has occurred and is continuing, (b) Permitted Asset Sales of Co-Existence LOC Receivables may occur (i) any Group Member may be merged or consolidated with or into any other Group Member, or be liquidated, wound up or dissolved, or all or any part so long as no Event of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case of a merger or consolidation of a Group Member that Default has occurred and is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Personcontinuing, and (ii) from and after the occurrence of any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 Event of Default so long as the such Event of Default has been continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; for more than thirty (b30) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Partydays, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, notwithstanding the proceeds of which (valued at the principal amount thereof limitations set forth in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause foregoing clauses (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (ia) and (iib), Permitted Asset Sales under clause (1d) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% definition thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale permitted at all times subject to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business receipt of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as consent required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04therein.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (x) are less than $2,500,000 with respect to any single Asset Sale or series of related Asset Sales and (y) when aggregated with the proceeds of all other Asset Sales made pursuant to under this clause (d)(ic) in any made within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$5,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.11(a); (d) disposals of obsolete, worn out or surplus property; (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mf) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.6.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the business, property or fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Restricted Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board a Financial Officer of Directors of the U.S. Borrower (or a duly authorized committee thereof)), Company) and (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash Cash (d) disposals of obsolete, worn out or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)surplus property; (e) Permitted Acquisitions, provided, that in connection with any Group Member Permitted Acquisition, any Restricted Subsidiary of Company may sell be merged with or discountinto any company acquired in such Permitted Acquisition so long as such Guarantor shall be the continuing or surviving Person; (f) the sale of (i) Oil and Gas Properties, Real Estate Assets and other related assets and property constituting the Company’s coalbed methane properties and acreage in each case without recourse Pennsylvania, and (ii) other Oil and Gas Properties not containing Proven Reserves in the ordinary course of business; provided, accounts receivable arising in that, the ordinary course aggregate value of business Oil and Gas Properties so abandoned, farmed-out or subleased pursuant to this clause (xii) which are overdue, during any six-month period commencing January 1 and ending June 30 or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (commencing July 1 and ending December 31 shall not as part of any bulk sale or financing of receivables)exceed $5,000,000; (fg) the trade or exchange by Company or any Group Member may enter into licenses Restricted Subsidiary of any Oil and Gas Property or sublicenses interest therein owned or held by Company or such Restricted Subsidiary for any Oil and Gas Property or interest therein owned or held by another Person, including any cash or Cash Equivalents necessary in order to achieve an exchange of Softwareequivalent value; provided, Trademarks that, the aggregate value of trades or exchanges permitted by this paragraph (g) shall not exceed $5,000,000 during any six-month period commencing January 1 and other Intellectual Property ending June 30 or commencing July 1 and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of businessending December 31; (h) dispositions the sale of Oil and Gas Properties in connection with tax credit transactions complying with Section 29 of the Internal Revenue of 1986, as amended from time to time (“Section 29 Properties”), which sale does not result in a reduction in Company’s or its Restricted Subsidiaries’, as the case may be, right to receive the cash flow from such Oil and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons Gas Properties through the Revolving Loan Maturity Date and which do not become Loan Parties or of assets which are not acquired by Loan Parties, sale is on terms reasonably acceptable to the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this AgreementAdministrative Agent; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the business, property or fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except:: FIRST LIEN CREDIT AGREEMENT EXECUTION 80 (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any non-Guarantor Subsidiary may be merged with or into any other non-Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a non-Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales sales, leases, exchanges or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by senior management or the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as to the extent required by Section 2.14(a2.12(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do Permitted Acquisitions not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount consideration of 5.0% of Consolidated Total Assets over the term of this Agreement$25,000,000 in any Fiscal Year; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. (i) Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), (ii) or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactionstransactions (including any sale leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary), all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or (iii) acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any PersonPerson or any division or line of business or other business unit of any Person or (iv) directly or indirectly sell, exceptassign, pledge or otherwise dispose of any Equity Interests of any of their respective Subsidiaries, provided, that: (ia) any Group Member Subsidiary of any Borrower may be merged or consolidated with or into such Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberBorrower or any Wholly-Owned Subsidiary Guarantor; providedprovided further, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Subsidiary of any Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a such Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset SalesDispositions shall be permitted; (id) Asset SalesDispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales Dispositions made pursuant to this clause (d)(i) in any Fiscal Yeard), are less than (x) 2.015% of the Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal YearGroup shall be permitted; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)Parent), (2ii) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents; provided, that (A) any liabilities of the Parent and its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable Asset Disposition and for which the Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent or its Subsidiaries from such transferee shall be converted by Parent or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Asset Disposition and (3C) except any Designated Non-Cash Consideration received in respect of such Asset Disposition having an aggregate fair market value as determined by the case Parent in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to the clause (C) that is then outstanding, shall not exceed $200,000,000, with the fair market value of any Asset Sale each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to any Restricted Subsidiarysubsequent changes in value, shall be deemed for purposes of this clause (d) to be cash, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)) and (iv) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, (iii) the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a) and (iv) no Default or Event of Default shall have occurred and be continuing or shall be caused thereby; (e) any Group Member may sell If no Event of Default shall have occurred and be continuing or discountshall be caused thereby, (i) Receivables Sales and (ii) sales or discounts of accounts receivable, in each case with respect to this clause (ii) without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, overdue or (y) which such a Group Member may reasonably determine are difficult to collect collect, but in each case only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Intellectual Property, including but not limited to Software, Trademarks Trademarks, Patents, Copyrights and other Intellectual Property and general intangibles in the ordinary course of business and business, which do could not materially interfere with the business of the Group Members taken as reasonably be expected to have a wholeMaterial Adverse Effect; (ig) any sale or disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of businessshall be permitted; (h) without limiting the application of any other provision of Article II or this Article VI, dispositions of cash and Cash EquivalentsEquivalents shall be permitted; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets Acquisitions shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementbe permitted; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mj) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04shall be permitted.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower (other than Real Estate Guarantors) may be merged or consolidated with or into Borrower or any Guarantor Subsidiary (other Group Memberthan Real Estate Guarantors), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary (other Group Memberthan Real Estate Guarantors); provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (c) Asset Sales (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant from the Closing Date to this clause (d)(i) in any Fiscal Yearthe date of determination, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of $50,000,000 in the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; aggregate and (ii) by Foreign Subsidiaries of Borrower organized under any of the Asset Sale described on Schedule 6.08(d)laws of Canada and/or Province or Territory thereof, or by Borrower of the Equity Interests in such Foreign Subsidiaries; provided thatprovided, in the each case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or similar governing body)), and (2) no less than 75% thereof shall be paid in Cash; (d) disposals of obsolete, worn out or surplus property; (e) Permitted Acquisitions, for which the aggregate amount of Cash consideration for all such Permitted Acquisitions from the Closing Date to the date of determination does not exceed the sum of (i) $50,000,000 plus (ii) the aggregate amount of the proceeds of Equity Interests issued to finance such Permitted Acquisition within 180 days of such issuance and received by the Borrower since the Closing Date; (f) sale-leaseback transactions permitted by Section 6.10; (g) sales and other dispositions of Non-Core Assets, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) when aggregated with the proceeds of all other such sales or dispositions of Non-Core Assets made from the Closing Date to the date of determination, are less than $40,000,000 in the aggregate (when aggregated with sale-leaseback transactions pursuant to Section 6.10(i)); provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), and (2) no less than 75% thereof shall be paid in Cash; (h) Investments made in accordance with Section 6.6; (i) any Foreign Subsidiary of Borrower may be merged with or into a duly authorized committee thereofwholly-owned Foreign Subsidiary of Borrower, or be liquidated, wound up or dissolve, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a wholly owned Foreign Subsidiary of Borrower; (A) the sale or divestiture of Game Crazy (including all Equity Interests of any Subsidiary owning Game Crazy assets and properties); provided (1) the consideration received therefor shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.090% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e2.15(a) any Group Member may sell or discount, of the First Lien Term Credit Agreement if then in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, effect; or (yB) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii)Game Crazy IPO, provided that (1) the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) proceeds thereof shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are in an amount at least equal to the fair market value of such asset or Investment the Game Crazy assets and properties (as determined in good faith by the U.S. Borrower’s Board board of Directors directors of Borrower (or a duly authorized committee thereofsimilar governing body));) and (2) the net proceeds thereof shall be applied as required by Section 2.15(a) or 2.15(c) of the First Lien Term Credit Agreement if then in effect; and (k) sales or other dispositions the conveyance of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal Leasehold Property to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04Real Estate Guarantors.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquiredacquired (collectively, leased or licensed“Assets”), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business and Capital Expenditures permitted hereunder to the extent they relate to any business permitted by Section 6.12(a)) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any PersonPerson or any division or line of business or other business unit of any Person (any such acquisition being referred to herein as an “Acquisition”), except: (ia) any Group Member Subsidiary of Holdings (other than Vonage America) may be merged or consolidated with or into Holdings or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Holdings or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Holdings or such GuarantorGuarantor Subsidiary, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets (i) Assets that do not constitute Asset SalesSales or (ii) Assets (other than Assets of Vonage America) made to Holdings or any Guarantor Subsidiary (other than the UK Subsidiary); (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Salewhich, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) within the same Fiscal Year, are less than $750,000 in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors or an Authorized Officer of Holdings or the U.S. Borrower (or a duly authorized committee thereof)), Subsidiary making such disposition) and (2) except in the case of any Asset Sale to any Restricted Subsidiary, no not less than 75.0% ninety percent (90%) thereof shall be paid in cash Cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (id) Permitted Acquisitions; provideddisposals of obsolete or worn out property, that in respect the proceeds of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementless than $500,000 in any Fiscal Year; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) consideration received for such assets shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are in an amount at least equal to the fair market value of such asset or Investment thereof (as determined in good faith by the U.S. Borrower’s Board board of Directors (directors or a duly authorized committee thereof)an Authorized Officer of Holdings or the Subsidiary making such disposition); (ke) sales Investments and Acquisitions made in accordance with Section 6.6; (f) any Subsidiary that is not a Credit Party (other than the UK Subsidiary) may dispose of all or other dispositions of the Equity Interests of, or other ownership interests in or substantially all its assets or property, including Indebtedness, or other securities of, any Joint Venture (including any Asset Sale that is in the China JV); provided that, in each case, nature of a liquidation) to (i) another wholly-owned Subsidiary that is not a Credit Party or (ii) to a Credit Party (other than the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereofUK Subsidiary); (lg) any lease, assignment non-exclusive licenses or sublease sublicenses of intellectual property in the ordinary course of business which does and not materially interfere interfering in any respect with the ordinary conduct of the business of Holdings or each Subsidiary; (h) the Group Members taken as a wholesale or disposition of Cash Equivalents; and (mi) Investments made in accordance with leases or subleases permitted by Section 6.06 and Restricted Payments made in accordance with Section 6.046.2(q).

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub lease (as lessor or sublessor), create any Subsidiary, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member may be merged or consolidated with or into any other Group Member, or be liquidated, wound up or dissolved, or all or any part the dissolution of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series the Foreign Subsidiaries of transactions, to any other Group MemberVivitar Corporation specified on Schedule 6.8(a); provided, that any assets contained in any such Foreign Subsidiary are transferred to Vivitar Corporation upon the dissolution of such Foreign Subsidiary; (xb) (i) the proposed sale of the LCoS business unit of Company pursuant to the Agreement in the case Principle, dated as of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or GuarantorOctober 21, such Borrower or such Guarantor2007, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person between Company and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving PersonCompound Phototonics Ltd., and (ii) any Restricted Subsidiary may merge with any other person certain proposed licensing transactions relating to the transactions described in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii)above; provided, that in each case, that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors of the U.S. Borrower directors (or a duly authorized committee thereof)similar governing body) of such Person), (2) except in the case of any Asset Sale to any Restricted Subsidiaryclause (i) above, no less than 75.0% one hundred percent (100%) thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (ec) any Group Member may sell disposals of obsolete or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Partiesworn out property, the proceeds of which, when aggregated with all other dispositions made pursuant to this clause (d) in any Fiscal Year are less than $50,000; provided that (1) the consideration received for such Persons or assets shall not exceed be in an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment thereof (as determined in good faith by the U.S. Borrower’s Board board of Directors directors (or a duly authorized committee thereof)); (ksimilar governing body) sales or other dispositions of the Equity Interests ofCredit Party making such disposition), or other ownership interests (2) no less than one hundred percent (100%) thereof shall be paid in or assets or propertyCash, including Indebtedness, or other securities of, any Joint Venture and (including 3) the China JVNet Asset Sale Proceeds thereof shall be applied as required by Section 2.13(a); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (md) Investments made in accordance with Section 6.06 the Sale, pursuant to the Purchase Agreement, the Sale Procedure Motion and Restricted Payments made in accordance with Section 6.04the Sale Procedure Order.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit, any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (i) : any Group Member Subsidiary of Parent Guarantor may be merged or consolidated with or into Company or any other Group MemberSubsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberSubsidiary Guarantor; provided, that (x) in the case of -------- such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) ; sales or other dispositions of assets that do not constitute Asset Sales; (i) ; Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) do not exceed $250,000 with respect to any single Asset Sale or series of related Asset Sales in any fiscal year, and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause since the Closing Date, do not exceed $1,000,000; disposals of obsolete, worn out or surplus property; Permitted Acquisitions, the consideration for which constitutes (d)(ii) not in any Fiscal Year, are less than (x) 2.0% excess of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that $35,000,000 in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; Cash and (ii) the Asset Sale described on Schedule 6.08(d); provided that, not in the case excess of each $200,000,000 in Capital Stock of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (Parent Guarantor or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discountits Subsidiaries, in each case without recourse and in the ordinary course of business, accounts receivable arising in aggregate from the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal Closing Date to the fair market value date of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV)determination; provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) and Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.6.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), license or sublicense (as licensor or sublicensor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business ) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Parent Borrower may be merged or consolidated with or into Parent Borrower or any Guarantor Subsidiary (but, in each case, with respect to periods prior to a UK Production Entity Inclusion Date, no member of such UK Production Entity Group shall be merged with or into Parent Borrower or any other Group MemberSubsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent Borrower or any other Group MemberGuarantor Subsidiary; providedprovided that, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Parent Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, Guarantor Subsidiary (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14than RLJ Australia), as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower sales of inventory in the case ordinary course of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Partybusiness; (c) sales Asset Sales (other than (x) Media Rights constituting a portion of the Media Library, (y) in respect of Capital Stock in any member of the ACL Group, RLJ Entertainment Holdings Ltd. and Acorn Productions and (z) any property or other dispositions asset of assets that do not constitute Asset Sales; (i) Asset Salesany member of the ACL Group, RLJ Entertainment Holdings Ltd. and Acorn Productions), the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale), when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearhereunder, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d)are less than $3,000,000; provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Parent Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) disposals of obsolete, worn out or surplus equipment in an amount not to exceed $500,000 in the aggregate during the term of this Agreement; provided that any such disposals in connection with the closing of the Borrower assets located in Stillwater, Minnesota as of the date hereof, shall not be included in the calculation of such limit; (e) Permitted Acquisitions; (f) Investments made in accordance with Section 6.6; (g) non-exclusive licenses of patents, trademarks and other Intellectual Property rights granted by Parent Borrower or any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Parent Borrower or such Subsidiary and do not result in the loss of use of any Media Rights that constitute a portion of the Media Library; (h) conversions of Cash Equivalents into cash or other Cash Equivalents; (i) the sale, assignment, lease, conveyance, transfer or other disposition of property by (i) Parent Borrower or any Subsidiary of Parent Borrower to any Credit Party, (ii) any Subsidiary of Parent Borrower that is not a Credit Party to any other Subsidiary of Parent Borrower that is not a Credit Party (but, in each case, (x) which are overduewith respect to periods prior to a UK Production Entity Inclusion Date, or other than to a member of such UK Production Entity Group and (y) which with respect to periods prior to the ACL becoming a wholly-owned Subsidiary, sale, assignment, lease, conveyance, transfer or other disposition of property by any member of the ACL Group to a Subsidiary that is not a Credit Party) and (iii) any Credit Party to any Subsidiary that is not a Credit Party; provided that, with respect to this clause (iii), the fair market value of such Group Member may reasonably determine are difficult assets shall not exceed $250,000 in the aggregate during the term of this Agreement; provided further that, with respect to collect but only any sale, assignment, lease, conveyance, transfer or other disposition pursuant to this Section 6.8(i) to RLJ Australia, the fair market value of such assets shall not exceed at any time $1,000,000; (j) subject to Section 2.10, dispositions resulting from a casualty event; and (k) dispositions of delinquent Accounts in connection with the compromise compromise, settlement or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivablestransaction); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, (x) no such dispositions shall be permitted in each caserespect of Accounts that are less than ninety (90) days overdue and (y) if any such Account is at least ninety (90) days overdue but less than one hundred eighty (180) days overdue, the net proceeds received by the applicable Group Member are at least equal to the fair market value face amount of each such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does Account shall not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04exceed $250,000.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, 70 wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), license or sublicense (as licensor or sublicensor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business ) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Parent Borrower may be merged or consolidated with or into Parent Borrower or any Guarantor Subsidiary (but, in each case, with respect to periods prior to a UK Production Entity Inclusion Date, no member of such UK Production Entity Group shall be merged with or into Parent Borrower or any other Group MemberSubsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent Borrower or any other Group MemberGuarantor Subsidiary; providedprovided that, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Parent Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, Guarantor Subsidiary (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14than RLJ Australia), as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower sales of inventory in the case ordinary course of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Partybusiness; (c) sales Asset Sales (other than (x) Media Rights constituting a portion of the Media Library, (y) in respect of Capital Stock in any member of the ACL Group, RLJ Entertainment Holdings Ltd. and Acorn Productions and (z) any property or other dispositions asset of assets that do not constitute Asset Sales; (i) Asset Salesany member of the ACL Group, RLJ Entertainment Holdings Ltd. and Acorn Productions), the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale), when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearhereunder, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d)are less than $3,000,000; provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Parent Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) disposals of obsolete, worn out or surplus equipment in an amount not to exceed $500,000 in the aggregate during the term of this Agreement; provided that any such disposals in connection with the closing of the Borrower assets located in Stillwater, Minnesota as of the date hereof, shall not be included in the calculation of such limit; (e) Permitted Acquisitions; (f) Investments made in accordance with Section 6.6; (g) non-exclusive licenses of patents, trademarks and other Intellectual Property rights granted by Parent Borrower or any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Parent Borrower or such Subsidiary and do not result in the loss of use of any Media Rights that constitute a portion of the Media Library; (h) conversions of Cash Equivalents into cash or other Cash Equivalents; (i) the sale, assignment, lease, conveyance, transfer or other disposition of property by (i) Parent Borrower or any Subsidiary of Parent Borrower to any Credit Party, (ii) any Subsidiary of Parent Borrower that is not a Credit Party to any other Subsidiary of Parent Borrower that is not a Credit Party (but, in each case, (x) which are overduewith respect to periods prior to a UK Production Entity Inclusion Date, or other than to a member of such UK Production Entity Group and (y) which with respect to periods prior to the ACL becoming a wholly-owned Subsidiary, sale, assignment, lease, conveyance, transfer or other disposition of property by any member of the ACL Group to a Subsidiary that is not a Credit Party) and (iii) any Credit Party to any Subsidiary that is not a Credit Party; provided that, with respect to this clause (iii), the fair market value of such Group Member may reasonably determine are difficult assets shall not exceed $250,000 in the aggregate during the term of this Agreement; provided further that, with respect to collect but only any sale, assignment, lease, conveyance, transfer or other disposition pursuant to this Section 6.8(i) to RLJ Australia, the fair market value of such assets shall not exceed at any time $1,000,000; (j) subject to Section 2.10, dispositions resulting from a casualty event; and (k) dispositions of delinquent Accounts in connection with the compromise compromise, settlement or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivablestransaction); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, (x) no such dispositions shall be permitted in each caserespect of Accounts that are less than ninety (90) days overdue and (y) if any such Account is at least ninety (90) days overdue but less than one hundred eighty (180) days overdue, the net proceeds received by the applicable Group Member are at least equal to the fair market value face amount of each such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does Account shall not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04exceed $250,000.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:except (but subject to approval by the Bankruptcy Court if, in Borrower’s reasonable opinion (and upon reasonable prior notice from Borrower to Administrative Agent), required by the Bankruptcy Code): (i) any Group Member may be merged or consolidated with or into any other Group Member, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (ca) sales or other dispositions of assets that do not constitute Asset Sales; (ib) Asset Salesdisposals of obsolete, the proceeds worn out or surplus property; (c) sales and other dispositions of which (valued at the principal amount thereof Non-Core Assets and assets associated with stores included in the Store Rationalization Program, in each case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated connection with the proceeds use of all other Asset Sales made pursuant to this clause (d)(i) cash in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Yearaccordance with Section 2.6; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (ed) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) do not exceed $75,000 (or, if approved by Administrative Agent and Arranger, $250,000) in any Group Member may sell single transaction or discountrelated series of transactions and, when aggregated with the proceeds of all other Asset Sales under this Section 6.8(d) made from the Closing Date to the date of determination, are less than $2,500,000 in the aggregate; provided, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x1) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration received for such Persons or assets shall not exceed be in an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment thereof (as determined in good faith by the U.S. Borrower’s Board board of Directors directors of Borrower (or a duly authorized committee thereofsimilar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.13(a); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (me) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with 6.6; and (f) sale-leaseback transactions permitted by Section 6.046.10.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into Company or any other Group MemberGuarantor Domestic Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Domestic Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Domestic Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Subsidiary of European Borrower may be merged with or into European Borrower or with or into any Wholly Owned Subsidiary of European Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to European Borrower or to any Wholly Owned Subsidiary of European Borrower; provided, in the case of such a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a merger, European Borrower or any other Loan Partythe Wholly Owned Subsidiary of European Borrower, and any Group Member that is not a Loan Party as the case may dispose of any be, shall be the continuing or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Partysurviving Person; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$10,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash Cash or in securities, notes or other obligations converted into Cash Equivalents, within 30 days of receipt and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property or disposals of equipment, by means of trade in, so long as such equipment is replaced, substantially concurrently, by like kind equipment in an effort to upgrade any Group Member may sell facilities of Company and its Subsidiaries; EXECUTION (f) Permitted Acquisitions, the consideration for which (including, without limitation, cash paid, or discount, in each case without recourse acquired or assumed Indebtedness and in the ordinary course value of business, accounts receivable arising any other consideration paid or given (other than the assumption of current liabilities (other than the current portion of any funded Indebtedness) incurred in the ordinary course of business of the subject of such acquisition) in the aggregate from the Closing Date to the date of determination does not exceed the Permitted Acquisition Cap; (xg) which are overdueCompany may liquidate any of its Subsidiaries that has total net assets (as shown on the most recent balance sheet of such Subsidiary delivered to the Agents and at the time of liquidation) of $100,000 or less, or (y) which such Group Member may reasonably determine are difficult to collect but only provided, any Restricted Junior Payments in connection with the compromise or collection thereof consistent such liquidation are made in accordance with prudent business practice (and not as part of any bulk sale or financing of receivables)Section 6.5; (fh) sales of Capital Stock in any Group Member may enter into licenses Subsidiary to qualify directors or sublicenses of Softwareallow for investments by foreign nationals, Trademarks and other Intellectual Property and general intangibles in either case, to the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a wholeextent required by applicable law; (i) any disposition sales of Securitization Assets to a Securitization Subsidiary receivables and related rights under Receivables Facilities (including the French Receivables Facility) in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount Principal Amount outstanding from time to time not to exceed the Dollar Equivalent of 5.0% of Consolidated Total Assets over the term of this Agreement$25,000,000; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mj) Investments made in accordance with Section 6.06 6.7 and Restricted Payments made in accordance with Section 6.04any grant of a Permitted Lien.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the business, property or fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any non-Guarantor Subsidiary may be merged with or into any other non-Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Membernon-Guarantor Subsidiary; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party;SECOND LIEN CREDIT AGREEMENT EXECUTION 68 (c) sales sales, leases, exchanges or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $7,500,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$15,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by senior management or the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as to the extent required by Section 2.14(a2.12(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and expenditures constituting Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$6,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.085% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (d) Asset Sales set forth on Schedule 6.9; (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of SoftwarePermitted Acquisitions, Trademarks and the consideration for which (other Intellectual Property and general intangibles than in the ordinary course of business and which do not materially interfere connection with the business of the Group Members taken as a whole; Tender Offer) constitutes (i) less than $12,000,000 in the aggregate in any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing Fiscal Year, and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements less than $42,000,000 in the ordinary course aggregate from the Closing Date to the date of businessdetermination; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 6.7; (h) the merger of Amazys with or into Merger Sub, with Amazys as the surviving entity, in the event 90% or more of the Amazys Shares are tendered pursuant to the Tender Offer and Restricted Payments the Merger Sub effected such Tender Offer; (i) for the avoidance of doubt, Capital Expenditures constituting the acquisition of Intellectual Property through the purchase, in one transaction or a series of transactions, of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person in an aggregate amount not to exceed $600,000 in any Fiscal Year; and (j) the Headquarters Asset Sale made in accordance with Section 6.045.23.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer transfer, license or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or Capital Stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings (other than the Companies) may be merged or consolidated with or into any other Group MemberCompany or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberCompany or any Guarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such GuarantorGuarantor Subsidiary, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member Company (other than the U.S. Borrower in the case of a disposition of all of its assetsIntermediate Holdings) may dispose of any be merged with or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or into any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyCompany; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $250,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve-month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$500,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors managers of the U.S. Borrower Holdings (or a duly authorized committee thereofsimilar governing body)), (2B) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be paid in cash or Cash EquivalentsCash, and (3C) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.12(a); (e) any Group Member may sell disposals of obsolete or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)worn out property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its or Company’s business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (c) (i) Asset Salesany Foreign Subsidiary of Company may be merged, the proceeds of which (valued at the principal amount thereof consolidated or amalgamated with or into any other Foreign Subsidiary or be liquidated, wound up or dissolved; provided, in the case of non-cash proceeds consisting such a merger, consolidation or amalgamation involving a First Tier Foreign Subsidiary, a First Tier Foreign Subsidiary shall be the continuing or surviving Person, or (ii) all or any part of notes the business, property or other debt Securities and valued at fair market value assets of any Foreign Subsidiary of Company may be conveyed, sold, leased, transferred or otherwise disposed of in one transaction or a series of transactions, (A) in the case of a Foreign Subsidiary that is a First Tier Foreign Subsidiary, to any other non-First Tier Foreign Subsidiary, Company or any Guarantor, (B) in the case of a First Tier Foreign Subsidiary, to any other Foreign Subsidiary to the extent only that the gross fair market value of all such property and assets conveyed, sold, leased, transferred or otherwise disposed of during the term hereof pursuant to this clause (B) shall not exceed an amount equal to $100.0 million in the aggregate, and (C) in the case of any other Foreign Subsidiary not provided for in clause (A) above, to any other Foreign Subsidiary, Company or Guarantor (either directly or indirectly, including through any First Tier Foreign Subsidiary, pursuant to transactions occurring contemporaneously or in prompt succession involving another Subsidiary or Company); (d) sales of receivables by any Foreign Subsidiary pursuant to a factoring or similar arrangement; provided, that (i) the cash proceedsconsideration for any such sale shall be for an amount equal to at least 95% of the face amount of such receivables and (ii) when aggregated the face amount of all receivables sold and outstanding at any time shall not exceed $400.0 million; (e) sales of receivables by Company or any Guarantor pursuant to a factoring or similar arrangement; provided, that (i) at the time of such sale, such receivables do not comprise part of the Collateral held by the Collateral Agent hereunder and under the Collateral Documents and (ii) the cash consideration for any such sale shall be for an amount equal to at least 95% of the face amount of such receivables; (f) Permitted Acquisitions; provided, that (i) in the case of a Permitted Acquisition in which the purchase price (including the cash component, notes issued and debt assumed, the “Purchase Price”) is greater than $25.0 million, the outstanding principal amount of the Loans on the day preceding and at the close of business on the day following the closing of such Acquisition shall be $50.0 million or less, (ii) Company and its Subsidiaries shall not be required to comply with the proceeds of foregoing clause (i) for any Permitted Acquisition in which the Purchase Price is less than or equal to $25.0 million; provided that the aggregate Purchase Price for all other Asset Sales Permitted Acquisitions made pursuant to this clause (d)(iii) in any Fiscal Yearshall not exceed $200.0 million, are less than and (xiii) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales Loan made pursuant to this clause (d)(i) in hereunder be used as consideration for any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)Permitted Acquisition; (eg) any Group Member may sell the acquisitions described in a letter delivered to the Lenders on or discount, in each case without recourse and in prior to the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)date hereof; (fh) any Group Member may enter into licenses the sale or sublicenses transfer of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a wholePermitted Receivables pursuant to one or more Permitted Securitizations; (i) the sale, assignment or transfer of intellectual property assets by any disposition of Securitization Assets Credit Party to a Securitization any First Tier Foreign Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount value of 5.0% of Consolidated Total Assets over the term of this Agreementup to $125.0 million; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mj) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.6.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; providedPROVIDED, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $3,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$15,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), PROVIDED (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (ed) any Group Member may sell or discountPermitted Acquisitions, in each case without recourse and in the ordinary course aggregate consideration for which constitutes less than the sum of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and $20,000,000 PLUS (ii) any disposition Capital Stock of accounts receivable Holdings or the proceeds of issuances of Capital Stock of Holdings in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% $20,000,000, in the aggregate from the Closing Date to the date of Consolidated Total Assets over the term of this Agreementdetermination; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (me) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and materials, equipment and Consolidated Capital Expenditures other fixed or capital assets in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such GuarantorGuarantor (and in any event, if Borrower is party to such transaction, Borrower), as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $1,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$5,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn-out or surplus property; (e) (i) the Acquisition and (ii) Permitted Acquisitions, the Acquisition Consideration (exclusive of any Group Member may sell or discount, in each case without recourse and amount financed with the proceeds of the issuance of Qualified Equity Interests) for which constitutes (1) less than $50,000,000 in the ordinary course of business, accounts receivable arising aggregate in any Fiscal Year and (2) less than $150,000,000 in the ordinary course aggregate from the Closing Date to the date of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)determination; (f) any Group Member may enter into licenses Investments made in accordance with Section 6.6; (g) leases or sublicenses subleases of Software, Trademarks and other Intellectual Property and general intangibles real or personal property in the ordinary course of business and which do not interfering in any material respect with the ordinary conduct of or materially interfere with detracting from the value of the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing Borrower and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business;its Subsidiaries; and (h) dispositions sales of cash and Cash Equivalents; non-core assets acquired in a Permitted Acquisition; provided that such sales shall be consummated within 270 days of the Permitted Acquisition provided further (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration received for such Persons or assets shall not exceed be in an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment thereof (as determined in good faith by the U.S. Borrower’s Board board of Directors directors of Borrower (or a duly authorized committee thereofsimilar governing body)); , (kii) sales or other dispositions of no less than 75% thereof shall be paid in Cash and (iii) the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal Net Asset Sale Proceeds thereof shall be applied as and to the fair market value of such asset or Investment (as determined extent required by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereofSection 2.14(a); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into No Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, consummate a Division/Series Transaction, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Salewhich, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, exceed 5.0% of Consolidated Total Assetsare less than $1,000,0002,000,000; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.9(a); (d) disposals of obsolete, surplus or worn out property; (e) any Group Member may sell Permitted Acquisitions; provided, that the aggregate consideration paid as purchase price consideration (including, without limitation, Cash consideration, unsecured earnouts (valued at the time of the making of such Investment in accordance with GAAP) and deferred purchase price payments) does not exceed $10,000,000 in the aggregate from the Closing Date to the date of determination; (f) Investments made in accordance with Section 6.7; (g) dispositions of inventory or discount, in each case without recourse and equipment in the ordinary course of business, ; (h) dispositions of Cash Equivalents; (i) dispositions of accounts receivable arising in the ordinary course of business (xincluding any discount and/or forgiveness thereof) which are overdueor, or (y) which such Group Member may reasonably determine are difficult to collect but only in the case of accounts receivable in default, in connection with the collection or compromise or collection thereof consistent with prudent business practice (and and, in any event, not as part of involving any bulk sale or financing of receivables)securitization thereof; (fj) any Group Member may enter into leases, subleases, licenses or sublicenses of Softwaresublicenses, Trademarks and other Intellectual Property and general intangibles in each case, in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole;Credit Parties; and (i) any disposition termination of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements lease in the ordinary course of business; , (hii) dispositions any expiration of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that any option agreement in respect of acquisitions of Persons which do not become Loan Parties real or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs personal property and (iiiii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii)any surrender or waiver of contractual rights or the settlement, provided that release or surrender of contractual rights or litigation claims in the Net Cash Proceeds ordinary course of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided thatbusiness, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does do not materially interfere with the business of the Group Members Credit Parties. provided, that, upon not less than ten (10) Business Days prior written notice to Administrative Agent, any Subsidiary of Holdings (other than Borrower) may enter into a Division/Series Transaction so long as (x) no Default or Event of Default has occurred and is continuing or would arise therefrom, (y) immediately after giving effect to such Division/Series Transaction, both (or all) the surviving Persons (and all series thereof) and any newly resulting Person (and all series thereof) remain or become, as applicable, Guarantors hereunder (to the extent the applicable Subsidiary entering into such Division/Series Transaction was originally a Guarantor), any resulting Person (and all series thereof) complies with the requirements of Section 5.10 and Section 5.13, if applicable, (for the avoidance of doubt, at the time of such Division/Series Transaction, without giving effect to any grace periods provided therein) and, after giving effect to any actions taken under Section 5.10 and Section 5.13, if applicable, both the surviving Person (and all series thereof) and any resulting Person (and all series thereof) are in compliance with the requirements of the Collateral Documents and (z) if any such Division/Series Transaction is consummated, each division or series of a Person created thereby shall be subject to all of the terms and provisions of this Agreement and the other Credit Documents, and the Liens in favor of Collateral Agent, as fully as if such Person was subject hereto and thereto prior to giving effect to such Division/Series Transaction (and the Credit Parties shall be required to ensure such division or series complies with all terms and provisions of this Agreement and the other Credit Documents as fully as if such division or series was a whole; Subsidiary of a Credit Party), and (m) Investments made , upon the request of the Administrative Agent, the applicable Person, division and series shall reaffirm the foregoing in accordance with Section 6.06 writing in form and Restricted Payments made in accordance with Section 6.04substance reasonably acceptable to Administrative Agent.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidationconsolidation or any plan of division, or liquidate, wind-wind up or dissolve or divide itself (or suffer any liquidation liquidation, dissolution or dissolution) division), or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed(as lessee), or acquire by purchase or otherwise licensed (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests ofas licensee), or a business line or unit or a division of, make any PersonAcquisition, except: (ia) any Group Member Subsidiary of Holdings (other than the Companies) may be merged or consolidated with or into any other Group MemberCompany or any Wholly-Owned Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberCompany or any Guarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of involving a Group Member that is not a Loan Party with or into a Borrower or GuarantorCompany, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower Company shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with in the case of any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be such merger, a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Wholly-Owned Guarantor Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member Company (other than the U.S. Borrower in the case of a disposition of all of its assetsOWAO) may dispose of any be merged with or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or into any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyCompany; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $250,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve-month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$500,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)PubCo), (2B) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be paid in cash or Cash EquivalentsCash, and (3C) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (e) any Group Member may sell disposals of obsolete or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)worn out property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberSubsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberSubsidiary Guarantor; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantorany such transaction, such (i) the Borrower or such Subsidiary Guarantor, as applicable, applicable shall be the continuing or surviving Person, Person in any such transaction involving the Borrower and (yii) in subject to the case of preceding clause (i) a merger or consolidation of a Guarantor with or into another Guarantor, a Subsidiary Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Personinvolving a Subsidiary Guarantor; (b) any Group Member (other than Subsidiary of the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartySubsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$100,000,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.12(b); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements surplus property in the ordinary course of business; (f) Permitted Acquisitions; (g) Investments made in accordance with Section 6.06; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that Equivalents in respect the ordinary course of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementbusiness; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), sales of whole loans for cash; provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member such sale or disposition are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions reinvested in assets of the Equity Interests of, or other ownership interests general type used in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as Borrower and its Subsidiaries within two hundred seventy (270) days of receipt thereof (provided that if, prior to the expiration of such two hundred seventy (270) day period, the Borrower, directly or through its Subsidiaries, shall have entered into a whole; and binding agreement providing for such reinvestment on or prior to the expiration of an additional ninety (m90) Investments made day period, such two hundred seventy (270) day period shall be extended to the date provided for such reinvestment in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04such binding agreement).

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; providedPROVIDED, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower Company or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$15,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause PROVIDED (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower Company (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.080% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) any disposition of Company's partnership interest in the Vet's Choice joint venture with Heinz Pet Products; (e) any Group Member may sell or discountand disposition of Company's interest in yopet.com, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)inc.; (f) disposals of obsolete, worn out, xxxxxxxxx or surplus property; (g) sales, assignments or other dispositions by Company and any Group Member may enter into licenses of its Subsidiaries of the Capital Stock of any of their respective Subsidiaries to be owned, directly or sublicenses of Softwareindirectly, Trademarks and other Intellectual Property and general intangibles by one or more licensed veterinarians who will be actively involved in such Subsidiary; PROVIDED that Company designates such Subsidiary as a Permitted Partially-Owned Subsidiary; (h) Permitted Acquisitions, the consideration for which constitutes (i) $10,000,000 or less in the ordinary course of business and which do not materially interfere with aggregate from the business Closing Date through the end of the Group Members taken as a wholefourth Fiscal Quarter of Fiscal Year 2000, (ii) $25,000,000 or less in the aggregate in Fiscal Year 2001, and (iii) $30,000,000 or less in the aggregate in any Fiscal Year thereafter; PROVIDED, that $5,000,000 of any unutilized amount for any Fiscal Year may be utilized in the next immediately succeeding Fiscal Year (but not in any Fiscal Years thereafter); PROVIDED, FURTHER, HOWEVER, that with respect to any acquisition the consideration of which is greater than $7,500,000, Company shall not make such acquisition without the prior consent of Administrative Agent and Syndication Agent, such consent not to be unreasonably withheld; (i) any disposition of Securitization Assets Sales and lease backs permitted pursuant to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of businessSection 6.11; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mj) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7; and (k) the Acquisition.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger merger, amalgamation or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $250,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made ----------------- * Confidential information has been omitted pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal a request to any unutilized portion of the amount permitted under subclause (x) Securities and Exchange Commission for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated confidential treatment. The information has been separately filed with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), Commission. (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) the sale or other disposition of Equipment (including worn-out or obsolete Equipment or Equipment no longer used or useful in the business of any Credit Party) so long as such sales or other dispositions do not involve Equipment having an aggregate fair market value in excess of $500,000 for all such Equipment disposed of in any Fiscal Year or as Administrative Agent and Syndication Agent may otherwise agree, and all proceeds thereof shall be applied in accordance with Section 2.13(a); (e) any Group Member Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may sell or discountbe merged into, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdueconsolidated with, or (y) which such Group Member may reasonably determine are difficult otherwise dispose of assets to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)other Subsidiary; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 6.7; (g) sale of the interests in Universal Comfort Products Private, Ltd., a joint venture company organized under the laws of India, on terms and Restricted Payments made conditions acceptable to Administrative Agent and Syndication Agent from not less than 75% Cash (or other consideration immediately converted to Cash), the Net Asset Sale Proceeds of which shall be no less than fair market value and shall be immediately applied in accordance with prepayment of the Term Loans under Section 6.04.2.13(a); (h) sale of the Walkersville Property, on terms and conditions acceptable to Administrative Agent and Syndication Agent, the Net Asset Sale Proceeds of which shall be no less than $4,200,000 and shall be immediately applied in prepayment of the Term Loans under Section 2.13(a); (i) sale of the Vienna Property, on terms and conditions acceptable to Administrative Agent and Syndication Agent, the Net Asset Sale Proceeds of which shall be no less than $450,000 and shall be immediately applied in prepayment of the Term Loans under Section 2.13(a); and (j) Asset Sales approved by Administrative Agent pursuant to the exercise of the Cure Right pursuant to Section 8.2

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Holdings may be merged or consolidated with or into any other Group MemberCompany, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group MemberCompany; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower Company shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $150,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$250,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower applicable Company or Subsidiary (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0100% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) disposals of obsolete or worn out property; (e) Permitted Acquisitions, the aggregate consideration (including without limitation, all transaction costs, assumed Indebtedness and other liabilities and deferred payments, including earnouts) for which constitutes less than (i) $3,500,000 with respect to any Group Member may sell or discountsingle Permitted Acquisition, (ii) $7,000,000 in each case without recourse any trailing twelve month period and (iii) $10,000,000 in the ordinary course aggregate from the Restatement Date to the date of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)determination; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a wholeClosing Date Acquisitions; (ig) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this AgreementRestatement Date Acquisition; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mh) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.7.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Note Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed(as lessee), or acquire by purchase or otherwise licensed (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, all of the Equity Interests ofas licensee), or a business line or unit or a division of, make any PersonAcquisition, except: (ia) any Group Member Subsidiary of Company may be merged or consolidated with or into Company or any other Group MemberGuarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Group MemberGuarantor Subsidiary; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantorinvolving Company, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower Company shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with in the case of any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be such merger, a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Wholly-Owned Guarantor Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case i) are less than $1,000,000 with respect to any single Asset Sale or series of non-cash proceeds consisting of notes or other debt Securities related Asset Sales, and valued at fair market value in the case of other non-cash proceeds(ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$2,500,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)Company), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.090% thereof shall be consist of Cash paid in cash or Cash Equivalentsupon the closing of each applicable Asset Sale, and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) sales and other disposals of used, surplus, obsolete or worn out property; (e) any Group Member may sell Acquisitions consisting of Investments made in accordance with Section 6.7; (f) the granting of Permitted Liens; (g) the licensing or discountsublicensing, in each case without recourse and in the ordinary course of business, accounts receivable arising on intellectual property in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection the extent that they do not materially interfere with the compromise ordinary conduct of business of Company or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)Subsidiary; (fh) any Group Member may enter into licenses or sublicenses dispositions of Software, Trademarks Cash and other Intellectual Property and general intangibles Cash Equivalents in the ordinary course of business and which do in a manner not materially interfere with otherwise prohibited by this Agreement or the business of the Group Members taken as a wholeother Note Documents; (i) the lapse or abandonment of any disposition registrations or applications for registration of Securitization Assets any immaterial intellectual property, so long as such lapse or abandonment is not adverse to a Securitization Subsidiary in connection with a Qualified Securitization Financing the interests of Collateral Agent and the Purchasers; (iij) the surrender or waiver of litigation rights or settlement, release or surrender of tort or other litigation claims of any disposition of accounts receivable in connection with receivables factoring arrangements kind in the ordinary course of business; (hk) dispositions the discount of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that accounts receivable in respect connection with the compromise or collection thereof in the ordinary course of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreementbusiness; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.04Rental Unit Sales.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests of, or a business line or unit or a division beneficial ownership of, any Person or any division or line of business or other business unit of any Person, or become a general partner in any partnership, except: (ia) any Group Member Subsidiary of the Lead Borrower may be merged or consolidated with or into the Borrowers or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrowers , in all cases involving the Borrowers, or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower the Borrowers or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) (i) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than $50,000,000 and (xii) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant after the Closing Date and prior to this clause (d)(i) in any Fiscal Yearthe date of determination, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d)are less than $100,000,000; provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), Lead Borrower) and (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.090% thereof of such consideration shall be paid in cash cash; (d) disposals of obsolete, worn out or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)surplus property; (e) any Group Member may sell or discount, in each case without recourse and in Permitted Acquisitions occurring after the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this AgreementClosing Date; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mf) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.06.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberWholly-Owned Subsidiary Guarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such the Borrower or such Wholly-Owned Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than Subsidiary of the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartyWholly-Owned Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$57,500,000; provided provided, that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)surplus property; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do acquisition targets not become Loan Parties or of assets which are not acquired by Loan Partiesdomiciled within the United States, the consideration Acquisition Consideration for such Persons or assets shall not exceed an aggregate amount exceed, collectively with any Investment permitted under Section 6.06(d) in Joint Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors, $57,500,000; (g) sales of 5.0% of Consolidated Total Assets over assets in connection with the term of this Agreementsale and lease-back transactions permitted under Section 6.10; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mh) Investments made in accordance with Section 6.06 and Restricted Payments made in accordance with Section 6.046.06.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into The Borrower shall not, nor shall it permit any of its Subsidiaries to, consummate any transaction of merger or consolidation, consummate a Division/Series Transaction, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or issue any Capital Stock of Borrower, or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower (so long as Borrower is the survivor of such merger) or any other Group MemberSubsidiary of Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Group Member; provided, that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case any Subsidiary of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Salewhich, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Yearwithin the trailing twelve month period, exceed 5.0% of Consolidated Total Assetsare less than $1,000,0002,000,000; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), ) and (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash Cash; (d) disposals of obsolete, surplus or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a)worn out property; (e) any Group Member may sell Permitted Acquisitions; provided, that the aggregate consideration paid as purchase price consideration (including, without limitation, Cash consideration, unsecured earnouts (valued at the time of the making of such Investment in accordance with GAAP) and deferred purchase price payments) does not exceed $10,000,000 in the aggregate from the Closing Date to the date of determination; (f) Investments made in accordance with Section 6.7; (g) dispositions of inventory or discount, in each case without recourse and equipment in the ordinary course of business, ; (h) dispositions of Cash Equivalents; (i) dispositions of accounts receivable arising in the ordinary course of business (xincluding any discount and/or forgiveness thereof) which are overdueor, or (y) which such Group Member may reasonably determine are difficult to collect but only in the case of accounts receivable in default, in connection with the collection or compromise or collection thereof consistent with prudent business practice (and and, in any event, not as part of involving any bulk sale or financing of receivables)securitization thereof; (fj) any Group Member may enter into leases, subleases, licenses or sublicenses of Softwaresublicenses, Trademarks and other Intellectual Property and general intangibles in each case, in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a wholeBorrower; (i) any disposition termination of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements lease in the ordinary course of business; , (hii) dispositions any expiration of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that any option agreement in respect of acquisitions of Persons which do not become Loan Parties real or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs personal property and (iiiii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii)any surrender or waiver of contractual rights or the settlement, provided that release or surrender of contractual rights or litigation claims in the Net Cash Proceeds ordinary course of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided thatbusiness, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does do not materially interfere with the business of the Group Members taken as a wholeBorrower and its Subsidiaries; and (ml) Investments made the issuance or sale of Capital Stock of Borrower other than Disqualified Preferred Stock. provided, that, upon not less than ten (10) Business Days prior written notice to Administrative Agent, any Subsidiary of Borrower may enter into a Division/Series Transaction so long as (x) no Default or Event of Default has occurred and is continuing or would arise therefrom, and (y) if any such Division/Series Transaction is consummated, each division or series of a Person created thereby shall be subject to all of the terms and provisions of this Agreement and the other Credit Documents, as fully as if such Person was subject hereto and thereto prior to giving effect to such Division/Series Transaction (and the Borrower shall be required to ensure such division or series complies with all terms and provisions of this Agreement and the other Credit Documents as fully as if such division or series was a Subsidiary of the Borrower), and, upon the request of Administrative Agent, the applicable Person, division and series shall reaffirm the foregoing in accordance with Section 6.06 writing in form and Restricted Payments made in accordance with Section 6.04substance reasonably acceptable to Administrative Agent.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures capital expenditures in the ordinary course of business and consistent with past practice) the business) all , property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Subsidiary of Borrower may be merged or consolidated with or into Borrower or any other Group MemberGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Group MemberGuarantor; provided, that (x) in the case of such a merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantormerger, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan Party; (c) sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) (i) are less than $1,000,000 with respect to any single Asset Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$3,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board board of Directors directors of the U.S. Borrower (or a duly authorized committee thereofsimilar governing body)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash Cash or Cash EquivalentsEquivalents (it being agreed that the assumption or discharge of Indebtedness of a Credit Party and release of such Credit Party from all liability thereunder and the receipt of Securities that are promptly converted to Cash or Cash Equivalents shall constitute part of the “Cash” paid), and (3) except in the case of any Net Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn out or surplus property or property which Borrower determines in good faith is no longer used or useful in the business of Borrower and its Subsidiaries; (e) Permitted Acquisitions, the Acquisition Consideration for which constitutes (i) less than $5,000,000 individually, and (ii) less than $25,000,000 in the aggregate from the Closing Date to the date of determination; (f) Investments made in accordance with Section 6.6; (g) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased; (h) leases, subleases, non-exclusive licenses or sublicenses of personal or real property of Borrower or any Group Member may sell or discountof its Subsidiaries, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof and consistent with prudent business past practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members Borrower and its Subsidiaries, taken as a whole; (i) the unwinding of any disposition of Securitization Assets hedging arrangement pursuant to a Securitization Subsidiary in connection with a Qualified Securitization Financing and its terms; (iij) any disposition of accounts receivable in connection with receivables factoring arrangements dispositions in the ordinary course of business; (h) dispositions business of cash Cash and Cash Equivalents; (ik) Permitted Acquisitions; provided, that in respect transfers of acquisitions property subject to Casualty Events upon receipt of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a)such Casualty Event; provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof);and (l) dispositions of property between or among Credit Parties. Notwithstanding the foregoing, in no event shall any leaseCredit Party convey, assignment sell, lease or sublease in license, exchange, transfer or otherwise dispose of any assets or property to a Specified Subsidiary unless such Specified Subsidiary has become a Guarantor, taken the ordinary course other actions specified on Schedule 5.20 and delivered an opinion of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 counsel reasonably satisfactory to Administrative Agent and Restricted Payments made in accordance with Section 6.04Requisite Lenders.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials materials, equipment and equipment other assets and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (ia) any Group Member Restricted Subsidiary may be merged or consolidated with or into the Borrower or any other Group MemberRestricted Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Group MemberRestricted Subsidiary; provided, provided that (x) in the case of a merger or consolidation of a Group Member that is not a Loan Party with or into a any such transaction, (i) the Borrower or Guarantor, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, Person in any such transaction involving the Borrower and (yii) in subject to the case of a merger or consolidation of a Guarantor with or into another Guarantorpreceding clause (i), a Subsidiary Guarantor shall be the continuing or surviving Person and (z) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Personinvolving a Subsidiary Guarantor; (b) any Group Member (other than the U.S. Borrower in the case of a disposition of all of its assets) Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a the Borrower or any other Loan Party, and any Group Member that is not a Loan Party may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to another Group Member that is not a Loan PartySubsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-cash Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-cash Cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to under this clause (d)(id) in any made within the same Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year$25,000,000; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors chief executive officer and chief financial officer of the U.S. Borrower (or a duly authorized committee thereof)Borrower), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.075% thereof shall be paid in cash or Cash EquivalentsCash, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a2.08(b); (e) any Group Member may sell disposals of obsolete, worn out or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which such Group Member may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables); (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements surplus property in the ordinary course of business; (hf) dispositions of cash and Cash EquivalentsPermitted Acquisitions; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (mg) Investments made in accordance with Section 6.06 7.06. (h) dispositions of Cash Equivalents in the ordinary course of business; (i) Permitted Spin-Offs and Restricted Payments made dividends and distributions in accordance connection therewith; and (j) the Spinoff and dividends, distributions and sales in connection therewith (including, without limitation, (y) sales and transfers of Equity Interests in the Spun-Off Entities and one or more investment vehicles created in connection therewith and (z) dividends or distributions to Holdings to permit Holdings to effect the Spinoff Capitalization). Upon the request of the Borrower (which identifies with reasonable specificity the releases sought and Collateral disposed of), the Administrative Agent or Collateral Agent, as applicable, shall reasonably promptly execute and deliver to the Borrower any and all documents or instruments reasonably necessary to release any Lien encumbering any items of Collateral that are subject to a conveyance, sale, lease, exchange, transfer or other disposition pursuant to this Section 6.047.08 or otherwise permitted pursuant to this Agreement.

Fundamental Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger merger, amalgamation, reorganization or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all the business, property or substantially all of the fixed assets of, all or stock or other evidence of the Equity Interests beneficial ownership of, any Person or a any division or line of business line or other business unit or a division of, of any Person, except: (a) (i) any Group Member Abitibi Entity may be merged or consolidated amalgamated with or merged into any other Group MemberGuarantor; provided that (x) in the case of any such merger or amalgamation involving a Guarantor, the continuing or surviving Person shall be a Guarantor and (y) in the case of any such merger or amalgamation involving ACI, the continuing or surviving Person (1) shall have assumed all of ACI’s obligations under the Transaction Documents pursuant to documentation reasonably satisfactory to the Agent and (2) shall have delivered to the Agent proper financing statements, financing change statements and/or financing statement amendments under the UCC and PPSA of all jurisdictions that the Agent deems reasonably necessary or desirable in order to continue the perfection of the ownership and security interests contemplated by the Transaction Documents and (3) shall have delivered to the Agent such legal opinions with respect to the foregoing matters as the Agent shall have reasonably requested, and (ii) any Abitibi Entity may be liquidated, wound up or dissolved, or all or any part of its business, property or assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any Guarantor; (b) (i) any Abitibi Entity that is not a Guarantor may be merged or amalgamated with or merged into any other Group MemberAbitibi Entity that is not a Guarantor; provided, provided that (x) in the case of a any such merger or consolidation of a Group Member that is not a Loan Party with or into a Borrower or Guarantoramalgamation involving ACI, such Borrower or such Guarantor, as applicable, shall be the continuing or surviving Person, (y) in the case of a merger or consolidation of a Guarantor with or into another Guarantor, a Guarantor shall be the continuing or surviving Person shall have satisfied the requirements set forth in subclauses (y)(1), (y)(2) and (zy)(3) in the case of a merger or consolidation of a Guarantor with or into a Borrower, such Borrower shall be the continuing or surviving Person, Section 5.04(a)) and (ii) any Restricted Subsidiary may merge with any other person in order to effect an Investment permitted pursuant to Section 6.06 so long as the continuing or surviving person shall be a Restricted Subsidiary, which shall be a Loan Party if the merging Restricted Subsidiary was a Loan Party and which together with each of its Restricted Subsidiaries shall have complied with the requirements of Section 5.12, 5.13 and 5.14, as applicable and if such transaction involves the U.S. Borrower, the U.S. Borrower shall be the continuing or surviving Person; (b) any Group Member Abitibi Entity (other than the U.S. Borrower in the case of a disposition of all of its assetsACI) may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Borrower or any other Loan Party, and any Group Member that is not a Loan Party Guarantor may dispose of any be liquidated, wound up or dissolved, or all or any part of its business, property or assets (upon voluntary liquidation may be conveyed, sold, leased, transferred or otherwise) otherwise disposed of, in one transaction or a series of transactions, to another Group Member any Abitibi Entity that is not a Loan PartyGuarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (id) Asset Salesdisposals of obsolete, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes worn out or other debt Securities and valued at fair market value in the case of other non-cash proceeds) when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, are less than (x) 2.0% of Consolidated Total Assets plus (y) an amount equal to any unutilized portion of the amount permitted under subclause (x) for any preceding Fiscal Year; provided that in no event shall the proceeds of any Asset Sale, when aggregated with the proceeds of all other Asset Sales made pursuant to this clause (d)(i) in any Fiscal Year, exceed 5.0% of Consolidated Total Assets; and (ii) the Asset Sale described on Schedule 6.08(d); provided that, in the case of each of clause (i) and (ii), (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Board of Directors of the U.S. Borrower (or a duly authorized committee thereof)), (2) except in the case of any Asset Sale to any Restricted Subsidiary, no less than 75.0% thereof shall be paid in cash or Cash Equivalents, and (3) except in the case of any Asset Sale to any Restricted Subsidiary, the Net Cash Proceeds thereof shall be applied as required by Section 2.14(a); (e) any Group Member may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising surplus equipment in the ordinary course of business (x) which are overdueor as approved by the Bankruptcy Court, in the case of the Guarantors, or the Canadian Court, in the case of the other Abitibi Entities; (ye) which sales of accounts receivable, payment intangibles, collections thereon and related assets and Related Security by ACI and ACSC to the Seller, and sales of such Group Member may reasonably determine are difficult accounts receivables, payment intangibles, collections thereon and related assets and Related Security by the Seller, in each case pursuant to collect but only in connection with the compromise Originator Purchase Agreement and the ARRPA; provided that, except as contemplated by the Originator Purchase Agreement, no such sales shall take the form of capital contributions or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables)other Investments; (f) any Group Member may enter into licenses or sublicenses of Software, Trademarks and other Intellectual Property and general intangibles in the ordinary course of business and which do not materially interfere with the business of the Group Members taken as a whole; (i) any disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing and (ii) any disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (h) dispositions of cash and Cash Equivalents; (i) Permitted Acquisitions; provided, that in respect of acquisitions of Persons which do not become Loan Parties or of assets which are not acquired by Loan Parties, the consideration for such Persons or assets shall not exceed an aggregate amount of 5.0% of Consolidated Total Assets over the term of this Agreement; and (i) Permitted Sale and Lease-Backs and (ii) Sale and Lease-Backs otherwise permitted by Section 6.10(ii), provided that the Net Cash Proceeds of Sale and Lease-Backs (other than Permitted Sale and Lease-Backs) shall be applied as required by Section 2.14(a); provided, further, that, the case of clause (ii), the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof)); (k) sales or other dispositions of the Equity Interests of, or other ownership interests in or assets or property, including Indebtedness, or other securities of, any Joint Venture (including the China JV); provided that, in each case, the net proceeds received by the applicable Group Member are at least equal to the fair market value of such asset or Investment (as determined by the U.S. Borrower’s Board of Directors (or a duly authorized committee thereof); (l) any lease, assignment or sublease in the ordinary course of business which does not materially interfere with the business of the Group Members taken as a whole; and (m) Investments made in accordance with Section 6.06 5.02; (g) any liquidation, winding-up or dissolution of Augusta Newsprint or of Bridgewater or any of its Subsidiaries or of all or any part of their respective business, assets or property; (h) the disposition of (i) all or substantially all of the Equity Interests or assets of Lufkin, Manicouagan Power Company and Restricted Payments made ACH Limited Partnership, (ii) any timberland assets and (iii) any assets associated with a mill or other facility that has been permanently closed; (i) other Asset Sales (other than Equity Interests of ACI, the Seller or any Guarantor) in accordance with Section 6.04an aggregate amount not to exceed $100,000,000, so long as no Default or Event of Default shall have occurred and be continuing at the time of such Asset Sale or shall be caused thereby.