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

Fundamental Changes; Disposition of Assets. Each Borrower shall not, and shall cause its Subsidiaries to not, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Sale; (b) disposals of surplus, obsolete or worn out property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Personlicensed, except: (a) any Subsidiary of Borrower may be merged with or into Borrower or any 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 disposition series of transactions, to Borrower or any Subsidiary; provided, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Person; (b) disposals sales, leases, licenses or other dispositions of surplus, obsolete or worn out property in the ordinary course of businessassets that do not constitute Asset Sales; (ci) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; 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)), (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 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (e) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any involuntary condemnation, seizure or taking, by exercise of its Subsidiaries that is no longer useful in the power business of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; andHoldings and its Subsidiaries; (g) the lapse, abandonment settlement or cancellation write-off of registered patents, trademarks and other Intellectual Property accounts receivable or sale of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) overdue accounts receivable for collection in the reasonable ordinary course of business judgment consistent with past practice; (h) the termination, surrender or sublease of the Borrower, is no longer economically desirable to maintain a real estate lease of Holdings or any of its Subsidiaries in the conduct ordinary course of its business; and (i) mergers or consolidations in connection with a Permitted Acquisition.

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into either Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into either Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplusthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and otherwise made in compliance with Section 6.07; (i) the liquidation or dissolution of any Subsidiary (so long as, obsolete in the case of the liquidation or worn out dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to the Lenders and the Borrowers or any Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided, further, in the case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall remain in full force and effect and perfected to the same extent as prior to such change; (d) (x) sales or leases of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into either Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into either Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplusthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and otherwise made in compliance with Section 6.07; (i) the liquidation or dissolution of any Subsidiary (so long as, obsolete in the case of the liquidation or worn out dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to the Lenders and the Borrowers or any Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided, further, in the case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall remain in full force and effect and perfected to the same extent as prior to such change; (d) (x) sales or leases of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss(x) disposals of surplus, damage obsolete, used or destruction of worn out property and or other property that, in the disposition reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets so damaged acquired in connection with the acquisition of another Person or destroyed shall be permitted, provided that a division or line of business of such loss, damage or destruction is not caused by Person which the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofBorrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any involuntary condemnation, seizure or taking, by exercise assets of the power Borrowers or any Subsidiary for fair market value; provided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $15,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of either Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $25,000,000, in each case, shall be deemed to be Cash); provided further that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists); (i) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or otherwisecondemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as no Event of Default then exists or would arise therefrom, bulk sales or confiscation other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year, 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); (q) sales of non-core assets acquired in connection with a Permitted Acquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) the Net Proceeds received in connection with any such sales (except to the extent constituting Revolving Facility First Lien Collateral required to be applied to repay outstandings under the ABL Facility) shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists) and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or requisition swaps, including, without limitation, transactions covered by Section 1031 of use the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that (i) upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection with any such transaction shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral under this clause (ii) to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists); (s) other sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $20,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; provided that any Net Proceeds of a sale or disposition of Term Loan First Lien Collateral pursuant to this clause (s) shall be held in a Term Proceeds Account pending application by the Borrower Agent and/or any of its Subsidiaries for a purpose not prohibited by this Agreement if any Default or Event of Default then exists; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of either Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property shall be permittedin the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (gv) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the lapseextent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, abandonment or cancellation of registered patents, trademarks such Collateral shall automatically be sold free and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio clear of the Borrower Liens created by the Loan Documents, and its Subsidiaries, taken as a whole and (y) the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businessforegoing.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased except: (a) any Subsidiary of Company may be merged with or into Company or any Guarantor Subsidiary, or any Subsidiary of Company may 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 lesseeapplicable shall be the continuing or surviving Person; (b) sales or licensed other dispositions of assets that do not constitute Asset Sales; (as licenseec) 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) are less than $275,000 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 within the same Fiscal Year, are less than $550,000; 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 Company (or similar governing body)), (2) no less than 50% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.10(a); (d) disposals of obsolete, worn out or acquire by purchase or otherwise surplus property; (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, e) in each case order to resolve disputes that occur in the ordinary course of business) , Company and its Subsidiaries may discount or otherwise compromise for less than the businessface value thereof, a substantial portion of the property notes or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Sale; (b) disposals of surplus, obsolete or worn out property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof;accounts receivable; and (f) any involuntary condemnation, seizure Person may be merged with or taking, by exercise into Company or any Subsidiary if the acquisition of the power Capital Stock of eminent domain such Person by Company or otherwise, or confiscation or requisition of use of property shall be permittedsuch Subsidiary would have been permitted pursuant to Section 6.7; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower provided that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (ya) in the reasonable business judgment case of Company, Company shall be the Borrowercontinuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and complies with the provisions of Section 6.8 and (c) no longer economically desirable to maintain in the conduct Default or Event of its businessDefault shall have occurred or be continuing after giving effect thereto.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased except: (a) any Subsidiary of Company may be merged with or into Company or any Guarantor Subsidiary, or any Subsidiary of Company may 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 lesseeapplicable shall be the continuing or surviving Person; (b) sales or licensed other dispositions of assets that do not constitute Asset Sales; (as licenseec) 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) 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 within the same Fiscal Year, are less than $500,000; 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 Company (or similar governing body)), (2) no less than 50% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.10(a); (d) disposals of obsolete, worn out or acquire by purchase or otherwise surplus property; (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, e) in each case order to resolve disputes that occur in the ordinary course of business) , Company and its Subsidiaries may discount or otherwise compromise for less than the businessface value thereof, a substantial portion of the property notes or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Sale; (b) disposals of surplus, obsolete or worn out property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof;accounts receivable; and (f) any involuntary condemnation, seizure Person may be merged with or taking, by exercise into Company or any Subsidiary if the acquisition of the power Capital Stock of eminent domain such Person by Company or otherwise, or confiscation or requisition of use of property shall be permittedsuch Subsidiary would have been permitted pursuant to Section 6.7; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower provided that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (ya) in the reasonable business judgment case of Company, Company shall be the Borrowercontinuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and complies with the provisions of Section 6.8 and (c) no longer economically desirable to maintain in the conduct Default or Event of its businessDefault shall have occurred or be continuing after giving effect thereto.

Fundamental Changes; Disposition of Assets. Each Borrower shall not, and shall cause its Subsidiaries to not, not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee)including, or acquire by purchase or otherwise (other than purchases or other acquisitions for the avoidance of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the businessdoubt, a substantial portion sale by VLG of the property or assets of, or any portion Xxxxxxxx’s ratable share of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any PersonVLG’s Equity Interests in Cablevisión), except: (a) any Subsidiary of Borrower may be merged with or into 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 disposition series of transactions, to Borrower; provided that, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger, Borrower shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete or worn out property Cash and Cash Equivalents in the ordinary course of businessbusiness or to make payments on Permitted Debt; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3disposals of obsolete, worn out or surplus property; (d) Liens may be granted sales or other dispositions of Equity Interests held by Borrower in Cablevisión, VLG or TEO or by VLG in Cablevisión; provided that, in addition to the extent permitted Collateral, Borrower shall at all times own, directly or indirectly (including through VLG), a total number of Equity Interests in Cablevisión which, when multiplied by Section 6.2the Share Market Value as of the relevant determination date, equals one times the amount of the Loan Exposure; (e) any involuntary losssale or dispositions required by any Governmental Authority in connection with the Merger, damage pursuant to the provisions of Section 13.b) of Argentine Law No. 25,156 or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofother applicable law; (f) the Merger; (g) Permitted Investments; (h) any involuntary condemnation, seizure contribution or taking, by exercise transfer of the power of eminent domain or otherwiseEquity Interests in Cablevisión, or confiscation in any vehicle holding Equity Interests in Cablevisión, to any voting trust or requisition of use of property shall be permittedsimilar arrangement as contemplated in the TEO Shareholders’ Agreement; and (gi) sales or other dispositions of assets that constitute Asset Sales for which the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) Net Asset Sale Proceeds are applied in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businessaccordance with Section 2.10(a).

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into any Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplusthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) the liquidation or dissolution of any Subsidiary (so long as, obsolete in the case of the liquidation or worn out dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to the Lenders and the Borrowers or any Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided, further, in the case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall remain in full force and effect and perfected to the same extent as prior to such change; (d) (x) sales or leases of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), except, subject to Section 6.14: (a) any Subsidiary of Company may be merged with or acquire by purchase into Company or any Guarantor, 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; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Guarantor that is Wholly-Owned by the Company shall be the continuing or surviving Person; (b) the granting of Liens permitted under Section 6.2, Restricted Junior Payments permitted under Section 6.5 and Investments permitted under Section 6.7 (other than purchases Section 6.7(l)); (c) Asset Sales, to the extent (1) the 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 Company), (2) no less than 75% of the total consideration thereof shall consist of Cash paid upon or after the closing of each applicable Asset Sale (so long as at least 75% of the consideration paid upon such closing shall consist of Cash) and (3) the Net Asset Sale Proceeds thereof shall be applied to the extent required by Section 2.13(a); (d) any sale, lease, license, transfer or other acquisitions disposition of inventoryproperty to any Credit Party; (e) licenses, materials and equipment and capital expendituressublicenses, leases or subleases (other than relating to Intellectual Property, in each case case) granted to third parties in the ordinary course of businessbusiness and not interfering with the business of the Company and its Affiliates; (f) the business(i) exclusive and non-exclusive licensing of Intellectual Property (other than Material Intellectual Property), a substantial portion (ii) exclusive and non-exclusive licensing of foreign rights to Oncology Indications of selinexor, (iii) exclusive and non-exclusive licensing of non-Oncology Indications of selinexor, (iv) non-exclusive and non-commercial licensing of Material Intellectual Property for bona fide operating business purposes (as reasonably determined by the Company in good faith), and (v) exclusive licensing of Material Intellectual Property other than Intellectual Property with respect to selinexor (including any formulations, re-formulations, polymorphs, crystal forms, solvates, amorphous forms, methods of treatment, and methods of manufacture), in each case, so long as the Net Asset Sale Proceeds thereof shall be applied to the extent required by Section 2.13(a); (g) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) (other than Material Intellectual Property) of any Credit Party that the Company reasonably determines in good faith is no longer desirable in the conduct of its business or is no longer economically practicable to maintain; (h) any Involuntary Disposition or any sale, lease, license or other disposition of property or assets (other than, for the avoidance of doubt, Intellectual Property) in settlement of, or any portion of the Capital Stock or other evidence of beneficial ownership to make payment in satisfaction of, any Person, any division property or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Salecasualty insurance; (bi) disposals inventory sold to unaffiliated customers and dispositions consisting of surplusthe sale, obsolete transfer, discount, assignment or worn out property other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of businessbusiness and not as part of a financing transaction; (cj) Investments made the sale, transfer, issuance or other disposition of a de minimis number of shares of the Capital Stock of a Foreign Subsidiary of a Credit Party in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3order to qualify members of the governing body of such Subsidiary if required by Requirements of Law; (dk) Liens may be granted dispositions of property (other than Material Intellectual Property) to the extent permitted by Section 6.2that (i) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the net proceeds of such disposition are promptly applied to the purchase price of such replacement property; (el) any involuntary loss, damage or destruction dispositions of property and Investments in Joint Ventures to the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwiseextent required by, or confiscation or requisition of use of property shall be permittedmade pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in, Joint Venture agreements and similar binding arrangements; and (gm) the lapsedisposals of used, abandonment surplus, obsolete or cancellation of registered patentsworn-out property (other than Intellectual Property) that is, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrowersuch Credit Party, is no longer economically desirable practicable to maintain or no longer used or useful in any material respect in the conduct of the business of the Company and its businessSubsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. Each Borrower No Note Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), except, subject to Section 4.29: (a) any Subsidiary of Company may be merged with or acquire by purchase into Company or any Guarantor, 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; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Guarantor that is Wholly-Owned by the Company shall be the continuing or surviving Person; (b) the granting of Liens permitted under Section 4.13, Restricted Junior Payments permitted under Section 4.11 and Investments permitted under Section 4.19 (other than purchases Section 4.19(l)); (c) Asset Sales, to the extent (1) the 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 Company), (2) no less than 75% of the total consideration thereof shall consist of Cash paid upon the closing of each applicable Asset Sale (so long as at least 75% of the consideration paid upon such closing shall consist of Cash), and (3) the Net Asset Sale Proceeds thereof shall be applied to the extent required by the provisions of the Term Loan Agreement and this Indenture, as applicable; (d) any sale, lease, license, transfer or other acquisitions disposition of inventoryproperty to any Note Party; (e) licenses, materials and equipment and capital expendituressublicenses, leases or subleases (other than relating to Intellectual Property, in each case case) granted to third parties in the ordinary course of businessbusiness and not interfering with the business of the Company and its Affiliates; (f) the business(i) exclusive and non-exclusive licensing of Intellectual Property (other than Material Intellectual Property), a substantial portion (ii) exclusive and non-exclusive licensing of foreign rights to Oncology Indications of selinexor, (iii) exclusive and non-exclusive licensing of non-Oncology Indications of selinexor, (iv) non-exclusive and non-commercial licensing of Material Intellectual Property for bona fide operating business purposes (as reasonably determined by the Company in good faith) and (v) exclusive licensing of Material Intellectual Property other than Intellectual Property with respect to selinexor (including any formulations, re-formulations, polymorphs, crystal forms, solvates, amorphous forms, methods of treatment, and methods of manufacture), in each case, so long as the Net Asset Sale Proceeds thereof shall be applied to the extent required under this Indenture; (g) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) (other than Material Intellectual Property) of any Note Party that the Company reasonably determines in good faith is no longer desirable in the conduct of its business or is no longer economically practicable to maintain; (h) any Involuntary Disposition or any sale, lease, license or other disposition of property or assets (other than, for the avoidance of doubt, Intellectual Property) in settlement of, or any portion of the Capital Stock or other evidence of beneficial ownership to make payment in satisfaction of, any Person, any division property or line of business or any other business unit of any Person, except: (a) a disposition of a Hotel Property pursuant to an Excluded Hotel Salecasualty insurance; (bi) disposals inventory sold to unaffiliated customers and dispositions consisting of surplusthe sale, obsolete transfer, discount, assignment or worn out property other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of businessbusiness and not as part of a financing transaction; (cj) Investments made the sale, transfer, issuance or other disposition of a de minimis number of shares of the Capital Stock of a Foreign Subsidiary of a Note Party in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3order to qualify members of the governing body of such Subsidiary if required by Requirements of Law; (dk) Liens may be granted dispositions of property (other than Material Intellectual Property) to the extent permitted by Section 6.2that (i) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the net proceeds of such disposition are promptly applied to the purchase price of such replacement property; (el) any involuntary loss, damage or destruction dispositions of property and Investments in Joint Ventures to the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwiseextent required by, or confiscation or requisition of use of property shall be permittedmade pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in, Joint Venture agreements and similar binding arrangements; and (gm) the lapsedisposals of used, abandonment surplus, obsolete or cancellation of registered patentsworn-out property (other than Intellectual Property) that is, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrowersuch Note Party, is no longer economically desirable practicable to maintain or no longer used or useful in any material respect in the conduct of the business of the Company and its businessSubsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Note Security Documents, no Note Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into any Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplus, obsolete the consideration for such sale or worn out property in disposition consists of Cash or Cash Equivalents payable at the ordinary course time of business; consummation of such sale or other disposition or (cii) Investments treated as an Investment and shall be otherwise made in accordance compliance with Section 6.5 and Restricted Payments made in accordance with Section 6.36.07; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

Fundamental Changes; Disposition of Assets. Each (a) The Borrower shall not, and shall cause its Subsidiaries to notnot to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee)licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case expenditures in the ordinary course of business) the business, a substantial portion of the property or fixed assets of, or any portion of the Capital Stock stock or other evidence of beneficial ownership of, any Person, Person or any division or line of business or any other business unit of any Person, except: (ai) a disposition Borrower Asset Sales; provided, that (x) 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 a Hotel Property pursuant to an Excluded Hotel Saledirectors of the Borrower (or similar governing body)), (y) no less than 100% thereof shall be paid in Cash and (z) the Net Cash Proceeds thereof shall be applied as required by Section 2.11(a); (bii) disposals of surplusobsolete, obsolete or worn out property in or surplus property; provided, that the ordinary course of businessNet Cash Proceeds thereof shall be applied as required by Section 2.11(a); (ciii) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted6.06; and (giv) sales, leases or licenses out of Inventory in the lapseordinary course of business. (b) Parent Guarantor shall not, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that shall cause its Subsidiaries (x) is not material to the intellectual property portfolio of excluding the Borrower and its Subsidiaries, taken which shall be subject to Section 6.08(a)) not 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 capital expenditures in the ordinary course of business) 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, except: (i) any Subsidiary of Parent Guarantor may be merged with or into any other Subsidiary of Parent 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 Parent Guarantor or any other Subsidiary of Parent Guarantor; provided, that in the case of such a merger, such merger shall not reasonably be expected to have a Material Adverse Effect; (ii) any Subsidiary of Parent Guarantor may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Parent Guarantor or any Subsidiary of the Parent Guarantor; (iii) Parent Guarantor Asset Sales in an aggregate principal amount not to exceed $25,000,000; provided, that (x) immediately prior to, and after giving effect thereto, Parent Guarantor shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis as a whole of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.07(g)) and (y) such Parent Guarantor Asset Sale could not reasonably be expected to have a Material Adverse Effect; (iv) disposals of obsolete, worn out or surplus property; (v) Investments made in accordance with Section 6.06; (vi) Parent Guarantor may dispose of up to 10% of the economic and/or voting interest in the reasonable business judgment Equity Interests of Holdings to a Holdings Transferee, so long as simultaneously with such disposition, the Holdings Transferee shall grant a security interest in the economic and/or voting interest in the Equity Interests of Holdings acquired thereby to the Collateral Agent and enter into all documentation reasonably acceptable to the Administrative Agent and take all action as may be requested by the Administrative Agent, in connection therewith; and (vii) sales, leases or licenses out of Inventory in the ordinary course of business. For the avoidance of doubt, Parent Guarantor shall not, and shall cause its Subsidiaries not to, directly or indirectly dispose of any Parent Guarantor Material Subsidiary, Borrower, is no longer economically desirable to maintain in the conduct of its businessAlden or Xxxxxxx.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause its Subsidiaries to notit permit any OZ Subsidiary to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose 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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Personlicensed, except: (a) any Credit Party may be merged with or into another Credit Party, 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 disposition series of transactions, to a Hotel Property pursuant to an Excluded Hotel SaleCredit Party; (b) disposals upon 20 days notice prior written notice to Administrative Agent, any Credit Party may change its name, state of surplus, obsolete formation or worn out property in the ordinary course form of businessorganization; (c) Investments made in accordance any Credit Party may be merged or consolidated with Section 6.5 and Restricted Payments made in accordance with Section 6.3or into any Subsidiary; provided that such Credit Party is the surviving entity; (d) Liens any OZ Subsidiary that is not a Credit Party may be granted to the extent permitted by Section 6.2merged or consolidated with or into any other OZ Subsidiary that is not a Credit Party; (e) any involuntary loss, damage sales or destruction other dispositions of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is do not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofconstitute Asset Sales; (f) Asset Sales, so long as, after giving effect to such Asset Sale, the Leverage Ratio does not exceed 3.00 to 1.00; (g) any involuntary condemnationOZ Subsidiary that is not a Credit Party may dissolve, seizure liquidate or takingwind up its affairs at any time provided that such dissolution, by exercise liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect; (h) disposals of the power of eminent domain obsolete, worn out or otherwise, or confiscation or requisition of use of property shall be permittedsurplus property; and (gi) any Credit Party or OZ Subsidiary may make an Asset Sale to the lapse, abandonment extent it would be permitted under Section 6.3. It is understood and agreed that this Section 6.7 shall not prohibit any change in ownership of a Credit Party or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower an OZ Subsidiary that (x) is not material to a Credit Party that does not cause a Change of Control as long as such Person remains a Credit Party, if it was a Credit Party, and all Liens on the intellectual property portfolio assets of the Borrower such Person, if any, remain in full force and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businesseffect.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Credit Party other than Holdings may be merged with or into another Credit Party, 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 disposition series of transactions, to another Credit Party; provided, in the case of any such merger, (i) if such Credit Party is a Hotel Property pursuant to an Excluded Hotel SaleBorrower, a Borrower shall be the surviving Person, and (ii) in any other case, a Credit Party shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete assets that do not constitute Asset Sales; (c) the leasing or worn out property subleasing of immaterial assets (other than sale and leaseback transactions prohibited under Section 6.11) in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2disposals of obsolete or worn out property; (e) any involuntary loss, damage sales or destruction of property and other dispositions pursuant to the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof;Sale Leaseback Documents; and (f) Asset Sales; provided, (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by management of such Credit Party or such Subsidiary), (C) 75% of the consideration for such Asset Sale shall consist of Cash paid upon the closing of each applicable Asset Sale, (D) the aggregate consideration for all such Asset Sales pursuant to this clause (i) shall not exceed $2,000,000 in any involuntary condemnationFiscal Year and (E) the Net Asset Sale Proceeds thereof shall be applied or reinvested as required, seizure or takingreinvested to the extent permitted, by Section 2.10(a); provided further that, if at any time any Credit Party proposes to enter into any Asset Sale or otherwise Dispose of any Specified HA Assets (in each case, other than in connection with a transaction that would result in a Change of Control or a sale of all or substantially all of the consolidated assets of the Credit Parties), Alcon shall have a right of first refusal to purchase such Specified HA Assets (provided that if (1) Alcon does not provide written notice to such Credit Party specifying that Alcon has elected to exercise its right of first refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice or (2) does exercise its right of first refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice, and Alcon and such Credit Party do not consummate the purchase of such Specified HA Assets within ninety (90) days after the exercise of such right of first refusal, then, in either case, such right of first refusal shall terminate with respect to the power Specified HA Assets that are the subject thereof). Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of eminent domain its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or otherwisesimilar organizational change that may hereafter be permitted under any applicable statute. Notwithstanding anything in this Section 6.9 to the contrary, (i) in no event shall Holdings, Lifecore or confiscation any of their direct or requisition indirect Subsidiaries (other than Curation or any of use its direct or indirect Subsidiaries) enter into any Asset Sale with Curation or any of property its direct or indirect Subsidiaries on or after the Closing Date (other than Permitted Curation Investments) without the written consent of the Administrative Agent and the Requisite Lenders, in each case, to the extent constituting Asset Sales and (ii) no Credit Party shall be permitted; and (g) the lapse, abandonment grant any exclusive outbound license or cancellation of registered patents, trademarks and other Intellectual Property otherwise Dispose of any Borrower that (x) is not material to the intellectual property portfolio (including without limitation, trade secrets and know-how) that is owned by such Credit Party and that is necessary for the production and/or manufacture of sodium hyaluronate under the Supply Agreement without the prior written consent of Alcon, in each case of this clause (ii), other than in connection with a transaction that would result in a Change of Control or a sale of all or substantially all of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business judgment consolidated assets of the Borrower, is no longer economically desirable to maintain in the conduct of its businessCredit Parties.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall, nor shall not, and shall cause it permit any of its Subsidiaries to notto, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) ), or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary of Company may be merged with or into Company or any Guarantor, 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 disposition series of transactions, to Company or any Guarantor; provided, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, a Wholly-Owned Guarantor shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete or worn out property in the ordinary course of businessassets that do not constitute Asset Sales; (c) Investments made Asset Sales, to the extent (1) the 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 Company), (2) no less than 75% (or 65% in the case of a transaction with an earnout, the value of which shall be determined in accordance with GAAP) thereof shall consist of Cash paid upon the closing of each applicable Asset Sale, and (3) the Net Asset Sale Proceeds thereof shall be applied to the extent required by Section 6.5 and Restricted Payments made in accordance with Section 6.3;2.13(a); and (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary lossdisposals of used, damage surplus, obsolete or destruction of worn-out property and the abandonment or other disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property shall be permitted; and (g) the lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiariesis, taken as a whole and (y) in the reasonable business judgment of the Borrowersuch Credit Party, is no longer economically desirable practicable to maintain or no longer useful in the conduct of the business of the Company and its businessSubsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or similar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into any Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplusthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) the liquidation or dissolution of any Subsidiary (so long as, obsolete in the case of the liquidation or worn out dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to the Lenders and the Borrowers or any Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided, further, in the case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall remain in full force and effect and perfected to the same extent as prior to such change; (d) (x) sales or leases of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss(x) disposals of surplus, damage obsolete, used or destruction of worn out property and or other property that, in the disposition reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets so damaged acquired in connection with the acquisition of another Person or destroyed shall be permitted, provided that a division or line of business of such loss, damage or destruction is not caused by Person which the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofBorrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any involuntary condemnation, seizure or taking, by exercise assets of the power Borrowers or any Subsidiary for fair market value; provided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $15,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of any Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $25,000,000, in each case, shall be deemed to be Cash); provided, further, that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account (as defined in the Term Loan Agreement) pending application for such purpose if any Default then exists); (i) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or otherwisecondemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as (i) no Event of Default then exists or would arise therefrom and (ii) Excess Availability on the date of the proposed transaction (calculated on a Pro Forma Basis) is equal to or greater than 10.0% of the Line Cap, bulk sales or confiscation other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); provided, further, that all sales of Inventory in connection with store closings in a transaction or requisition series of use related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and proceeds of such sales or other dispositions shall be paid to the Blocked Accounts as provided in Section 2.21; provided, further, that if the Net Proceeds of any sale or disposition of Inventory permitted pursuant to this clause (p) exceeds $20,000,000, the Borrower Agent shall be required to deliver an updated Borrowing Base Certificate to the Administrative Agent within five Business Days of such sale or disposition; (q) sales of non-core assets acquired in connection with a Permitted Acquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) all Net Proceeds received in connection therewith (except to the extent constituting Term Loan First Lien Collateral) shall be paid to the Blocked Accounts as provided in Section 2.21 and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or swaps, including, without limitation, transactions covered by Section 1031 of the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped; (s) other sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $20,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of any Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property shall be permittedin the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (gv) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the lapseextent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, abandonment or cancellation of registered patents, trademarks such Collateral shall automatically be sold free and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio clear of the Borrower Liens created by the Loan Documents, and its Subsidiaries, taken as a whole and (y) the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businessforegoing.

Fundamental Changes; Disposition of Assets. Each Borrower No Credit Party shall not, and shall cause its Subsidiaries to not, enter into any transaction of merger or consolidationconsolidation (other than a Permitted Acquisition), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business, assets or property of any kind whatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Credit Party may be merged with or into any other Credit Party, 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 disposition series of transactions, to any other Credit Party; provided, in the case of such a Hotel Property pursuant to an Excluded Hotel Salemerger with the Parent, the Parent shall be the continuing or surviving Person and in the case of such a merger with any Guarantor Subsidiary, a Wholly Owned Subsidiary of the Borrowers shall be the continuing or surviving Person; (b) disposals sales or other dispositions of surplus, obsolete or worn out property in the ordinary course of businessassets that do not constitute Asset Sales; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3licenses to or from other Persons of Intellectual Property by the Parent or any Subsidiary; (d) Liens may be granted to the extent permitted by Section 6.2Intentionally Omitted; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofIntentionally Omitted; (f) sales of the Capital Stock of Unrestricted Subsidiaries; (g) Asset Sales, subject to the requirements of Section 2.12; (h) Finance may enter into a merger or other combination with any involuntary condemnationother Person only if, seizure not less than thirty days prior to any such proposed merger or takingbusiness combination, the Parent shall have provided the Lenders with information (verified, if so requested by the Lenders, by exercise an independent third-party consultant (whether a Big Four accounting firm or other consultant with CLEC industry expertise, in either event satisfactory to the Lenders) demonstrating that each of the power following criteria for the merger partner or other Person entering into a combination with Finance (together with its Subsidiaries, if any, and any other Persons consolidated with such Person, the "Merger Partner") is met: Assuming that the Total Debt of eminent domain or otherwisethe Parent and its Subsidiaries on a consolidated basis, or confiscation or requisition over the Total Debt of use the Merger Partner, expressed as a fraction, is X, then each of property the following shall be permittedtrue: (i) the revenues of the Merger Partner for the most recent trailing four quarter period for which financial statements are available, multiplied by X, are no less than the revenues of the Parent and its Subsidiaries over such period; (ii) EBITDA of the Merger Partner for the trailing four quarter period for which financial statements are available, multiplied by X, is no less than or, if negative, that the loss is no greater than, EBITDA for the Parent and its Subsidiaries for such period; (iii) that at the time of the proposed merger, the Merger Partner's Access Lines, multiplied by X, shall equal or exceed the Access Lines of the Parent and Subsidiaries; (iv) the Merger Partner's property, plant and equipment, as shown on its most recent balance sheet, multiplied by X, is not less than the property, plant and equipment of the Parent and its Subsidiaries, as shown on the most recent balance sheet of the Parent and its Subsidiaries; and (gv) the lapseterms and conditions of the Total Debt of the Merger Partner shall be on terms and conditions no more favorable to the holders thereof than the terms and conditions of the Loans. In the event that each of the foregoing criteria is satisfied, abandonment the Lenders shall have ten days from receipt of all such information and any supporting information regarding the merger requested by either Lender in which to agree to give their consent, such consent to be delivered in writing and not to be unreasonably withheld, and the Lenders further agree to negotiate reasonably and in good faith with the holders of the Total Debt of the Merger Partner to arrive at appropriate and mutually satisfactory intercreditor arrangements. In the event the Lenders fail to give such written consent within such ten-day period, Finance may not enter into such merger. For purposes of this Section, "Total Debt" shall mean all Indebtedness of such Person; provided, however, that with respect to Indebtedness which by its terms accrues but does not pay interest, the amount of Indebtedness shall be deemed to be the principal amount plus any accrued or cancellation accreted interest; and (i) The Parent or the Holding Company may enter into a merger with any Person only if, not less than thirty (30) days prior to any such proposed merger, the Parent shall have provided the Administrative Agent and the Lenders with a revised Financial Plan demonstrating that its business plan remains fully-financed, and shall certify that, both before and after giving effect to any such merger, no Event of registered patentsDefault then exists or would be caused thereby. Notwithstanding anything to the contrary set forth in this Section 6.7, trademarks and other Intellectual Property upon the merger of any Borrower that (x) is not material to Credit Party with any other Person permitted under this Agreement, for as long as the intellectual property portfolio of Obligations are outstanding, the Borrower Administrative Agent's First Priority perfected security interest and its Subsidiaries, taken as a whole and (y) Lien in the reasonable business judgment Collateral of the Borrower, is no longer economically desirable to maintain in the conduct such Credit Party shall be continued without impairment of its businessany kind.

Fundamental Changes; Disposition of Assets. Each Borrower The Borrowers and the Subsidiary Guarantors shall not, and nor shall cause its they permit any of their Subsidiaries to notto, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose convey, sell, lease or sublease (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 (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary may be merged or consolidated or amalgamated with or into any Borrower or any other Subsidiary; provided that (i) in the case of such a disposition merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a Hotel Property pursuant to merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Excluded Hotel SaleInvestment and shall comply Section 6.07; (b) disposals sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of surplusthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) the liquidation or dissolution of any Subsidiary (so long as, obsolete in the case of the liquidation or worn out dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to the Lenders and the Borrowers or any Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided, further, in the case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall remain in full force and effect and perfected to the same extent as prior to such change; (d) (x) sales or leases of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business; (c) Investments made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss(x) disposals of surplus, damage obsolete, used or destruction of worn out property and or other property that, in the disposition reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets so damaged acquired in connection with the acquisition of another Person or destroyed shall be permitted, provided that a division or line of business of such loss, damage or destruction is not caused by Person which the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereofBorrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any involuntary condemnation, seizure or taking, by exercise assets of the power Borrowers or any Subsidiary for fair market value; provided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $25,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of any Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $40,000,000, in each case, shall be deemed to be Cash); provided, further, that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Proceeds Account (as defined in the Term Loan Agreement) pending application for such purpose if any Default then exists); (i) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or otherwisecondemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as (i) no Event of Default then exists or would arise therefrom and (ii) ABL Excess Availability on the date of the proposed transaction (calculated on a Pro Forma Basis) is equal to or greater than 10.0% of the ABL Line Cap, bulk sales or confiscation other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); provided, further, that all sales of Inventory in connection with store closings in a transaction or requisition series of use related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and proceeds of such sales or other dispositions shall be paid to the Blocked Accounts as provided in Section 2.21; provided, further, that if the Net Proceeds of any sale or disposition of Inventory permitted pursuant to this clause (p) exceeds $20,000,000, the Borrower Agent shall be required to deliver an updated Borrowing Base Certificate to the Administrative Agent within five Business Days of such sale or disposition; (q) sales of non-core assets acquired in connection with a Permitted Acquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) all Net Proceeds received in connection therewith (except to the extent constituting Term Loan First Lien Collateral) shall be paid to the Blocked Accounts as provided in Section 2.21 and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or swaps, including, without limitation, transactions covered by Section 1031 of the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped; (s) sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $30,000,000 and 1.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of any Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property shall be permittedin the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (gv) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the lapseextent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, abandonment or cancellation of registered patents, trademarks such Collateral shall automatically be sold free and other Intellectual Property of any Borrower that (x) is not material to the intellectual property portfolio clear of the Borrower Liens created by the Loan Documents, and its Subsidiaries, taken as a whole and (y) the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the reasonable business judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its businessforegoing.