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

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: (i) (x) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or (b) consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except the following, provided, that, (A) in the case of clauses (x) (other than Asset Sales to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: (i) [reserved]: (ii) [reserved]; (

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: : (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of the Borrower that is a Loan Party may be merged with or into Company the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); and (y) any Subsidiary of Borrower that is not a Non-Loan Party may be merged with or into the Borrower or any other Subsidiary (other than a [***] Subsidiary or [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company the Borrower or any other Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); provided, that in each case of clauses (x) and (y), in the case of such merger involving the Borrower, the Borrower shall be the continuing or surviving Person and in the case of such merger not involving the Borrower but involving a Guarantor Subsidiary, the such Guarantor Subsidiary shall be the continuing or surviving person; or ; (ii) in connection with Permitted Acquisitions and Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower determine in good faith that such action is in the best interests of the Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party (other than a [***] Subsidiary or [***] Subsidiary) or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in each case, in one transaction or a series of transactions, of all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of CompanyLoan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except for (and in each case pursuant to arms’ length transactions on market terms and for fair market value (in each case, as reasonably determined by the followingBorrower or the applicable Subsidiary); provided that any such Asset Sales with any Affiliate of the Borrower shall be subject to Section 6.12): (i) Permitted Royalty Monetization Transactions; (ii) Permitted Product Agreement Transactions; (iii) to the extent constituting Asset Sales, provided, that, (A) in the case of clauses (x) Permitted Acquisitions and other Permitted Investments, (y) Permitted Liens (other than pursuant to clause (r) of the definition thereof) and (z) Restricted Junior Payments permitted under Section 6.5 (other than Section 6.5(e)); - 109 - | (iv) Asset Sales of any Priority Review Voucher; (v) Asset Sales of inventory and immaterial assets in the ordinary course of business; (vi) Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (viii) Asset Sales to the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); (ix) Asset Sales by any Non-Loan Party; (x) [***]; (xi) Asset Sales of marketing rights outside of the United States among the Borrower and its Subsidiaries); (xii) Asset Sales of Real Property, including in connection with any sale-leaseback transaction; (xi)xiii) the disposition, unwinding or other termination of any Interest Rate Agreement, any Currency Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (xiv), ) Asset Sales of capital assets to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such Asset Sale are promptly applied to the purchase price of such replacement property; (xv) [***]; (xvi) [***]; (xvii), ) [***]; (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: (i) [reserved]: (ii) [reserved***]; (and

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: , (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or or (b) consummate any Asset Sale, in each caseexcept: (i) Permitted Product Transactions; (ii) any Permitted Royalty Transaction; (iii) [reserved]; (iv) the disposition, in one transaction unwinding or a series other termination of transactions, all any Hedging Agreement or any part Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. (v) Borrower or any Subsidiary may sell inventory and immaterial assets in the ordinary course of its business; (vi) dispositions of obsolete or worn out, assets retired or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangiblesurplus property, whether now owned or hereafter acquired, except the following, provided, that, (A) in the case ordinary course of clauses business; (xvii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (other than Asset Sales viii) dispositions to the Borrower or any of its Subsidiaries), Guarantor Subsidiary; (xi), (xiv), (xvix) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between dispositions by any Subsidiary that is not a Loan Parties) and (xxii) which shall be on Party pursuant to arms’ length and transactions on market terms and or for fair market value (as determined by the Borrower in good faith); (x) dispositions consisting of Permitted Liens and permitted Restricted Junior Payments; (Bxi) dispositions of accounts receivable in connection with the collection or compromise thereof and the sale or disposition of Cash Equivalents for cash or other Cash Equivalents; (xii) dispositions of assets (other than any agreements direct or transactions existing on indirect disposition of Material Contracts, Product (Core), Product (Core) Intellectual Property Rights, Registration with respect to any Product (Core), accounts receivables or inventory in respect of any Product (Core) or any other assets necessary or material to the Closing Date research, development, use or Commercialization of any Product (Core)) so long as at least [*] paid substantially concurrently with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of; provided that for the purposes of this clause (xii), the following shall be deemed to be on arms’ length cash (x) any securities received by the Loan Parties or any Subsidiary from such transferee that are converted by such Person into cash or Cash Equivalents upon the closing of the applicable disposition, (y) any purchase price adjustment, milestone payment, royalty, earnout, contingent payment, back-end or other deferred payment of a similar nature, and (z) any designated non-cash consideration received in respect of such disposition having an aggregate fair market terms and value, taken together with all other designated non-cash consideration received pursuant to this clause (z) that is at that time outstanding, [*], determined at the time of such disposition; (xiii) dispositions of Capital Stock in any Joint Venture to the other holders of Capital Stock in such Joint Venture for fair market value:; and (xiv) other dispositions [*]. Notwithstanding anything to the contrary contained herein, (a) no assignment, transfer, contribution, license, sublicense or other disposition of any Product (Core), Product (Core) Intellectual Property Rights or Registration with respect to any Product (Core) is permitted hereunder, except (i) [reserved]: any Permitted Product Transactions relating to Pamrevlumab and any Permitted Product Transaction with respect to Roxadustat in effect on the Closing Date or any Replacement Contract with respect thereto and (ii) [reserved]; any Permitted Royalty Transaction and (b) no assignment or other disposition of Capital Stock of any Subsidiary that owns any Product (Core), Product (Core) Intellectual Property Rights or Registration with respect to any Product (Core) shall be permitted hereunder.

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: , (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of Borrower the Company that is a Loan Party may be merged with or into Company a Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company a Borrower or any Guarantor Subsidiary; and (y) any CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Subsidiary of Borrower the Company that is not a Loan Party may be merged with or into a Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company a Borrower or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving the Company, the Company shall be the continuing or surviving Person, in the case of such merger involving a Borrower, such Borrower shall be the continuing or surviving Person Person, and in the case of such merger not involving a Borrower but involving a Guarantor Subsidiary, the such Guarantor Subsidiary shall be the continuing or surviving person; or ; (ii) in connection with Permitted Acquisitions and Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if the Borrowers determine in good faith that such action is in the best interests of the Company and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights rights related thereto), any Product Agreement (including, without limitation, any of CompanyLoan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except the following, provided, that, for (A) and in the each case of clauses (x) (other than Asset Sales pursuant to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and transactions on market terms and for fair market value and (B) in each case, as reasonably determined by the Company or the applicable Subsidiary); provided that any agreements or transactions existing on such Asset Sales with any Affiliate of the Closing Date Company shall be deemed subject to be on arms’ length and market terms and for fair market value:Section 6.12): (i) [reserved]:Permitted Royalty Transactions; (ii) any Royalty Monetization Transaction for any Product (other than a Royalty Monetization Transaction (Core) with respect to Nurtec ODT and/or Zavegepant); (iii) Permitted Acquisitions and other Permitted Investments; (iv) Asset Sales of royalty interests under the RPI Agreement as of the Closing Date; (v) Asset Sales of inventory and immaterial assets in the ordinary course of business; (vi) Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [reserved***]; . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (viii) Asset Sales to the Borrowers or any Guarantor Subsidiary;

Fundamental Changes; Disposition of Assets. No The Borrower shall not, and it shall not permit any other Loan Party shallto, nor shall it permit any of its Subsidiaries to: (a) enter into any transaction of merger or consolidation, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), including by means or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of (any of the foregoing, a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: (i) (x) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (x) and (yDisposition”), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or (b) consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except except: (a) (i) any Guarantor may be liquidated, wound up or dissolved, with the followingresult that its assets (including, providedwithout limitation, thatlicenses), if any, and ongoing business are distributed to any other Guarantor or the Borrower, (Aii) all or any part of any Guarantor’s business, property or assets may be conveyed, sold, leased, transferred or otherwise Disposed of, in one transaction or a series of transactions, to any other Guarantor or the Borrower or (iii) any Guarantor may be merged with or into any other Guarantor or the Borrower (so long as, in the case of clauses any merger involving the Borrower, the Borrower shall be the surviving entity); (xb) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to any Agent or Lender in any material respect; (c) any Subsidiary may merge or consolidate with or into the Borrower or other Loan Party, as long as the Borrower or the other Loan Party is the surviving person in such merger or consolidation; (d) sales, leases or other Dispositions of assets that do not constitute Asset Sales; (e) Asset Sales (excluding any sale, lease, sale and leaseback, conveyance, transfer, issuance or other Disposition of the Gaming Site), the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds), (i) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $2,500,000 and (ii) when aggregated with the proceeds of all other Asset Sales made during the term of this Agreement, are less than $5,000,000; 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 or managing member(s) of the applicable Loan Party (or similar governing body), (2) no less than 75% thereof shall be paid in Cash, (3) in no event shall any such Asset Sale materially and adversely affect the Loan Parties’ ability to develop, construct and operate the Project in accordance with the Plans and Specifications and as contemplated by the Loan Documents and (4) the Net Cash Proceeds thereof shall be applied as required by Section 2.13(a); (f) the sale of past-due receivables for purposes of collection; (g) any space leases or subleases of any Real Property as lessor or sublessor which (i) is entered into in the ordinary course of business for the purposes of provision of services to patrons or anticipated patrons of the Project, (ii) in the Borrower’s good faith judgment, is reasonably expected to enhance or enable the operation of the Project (including, without limitation, leases of cell towers, utilities, retail stores and restaurants), (iii) has no gaming, hotel or casino operations (other than Asset Sales the operation of arcades and games for minors) conducted on any space that is subject to such lease or sublease other than by and for the benefit of the Loan Parties and (iv) does not provide that a Loan Party subordinate its fee or leasehold interest to any lessee or any party financing any lessee; (h) sales or other Dispositions of equipment or personal property in connection with the replacement of such equipment or personal property within ninety (90) days of such sale or disposition; (i) any Disposition of property in connection with a Recovery Event; (j) the dedication or other Disposition of de minimus Real Property, so long as such dedications and/or dispositions are in furtherance of, and do not materially impair or interfere with, the operations of the Project or the business operations of any Loan Party or otherwise adversely affect the value of the Collateral in any material respect; (k) any Disposition of property by any Subsidiary of the Borrower to the Borrower or any of its Subsidiaries); provided that if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party; (xi)l) the abandonment or other Disposition of Intellectual Property that is, in the reasonable good faith judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of its business; (xiv)m) any conveyance, sale, transfer or other Disposition of Cash and/or Cash Equivalents; (xvn) voluntary termination of Hedging Agreements and other assets or contracts in the ordinary course of business; and (xvii)o) any conveyance, (xviii)sale, (xix), (xx) transfer or other Disposition of Real Property (other than the Gaming Site) to any Governmental Authority (other than any tribal nation or Governmental Component of any tribal nation) in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: connection with (i) [reserved]: the construction, development and/or operation of the Project or (ii) [reserved]; (any fee-to-trust application with respect to such Real Property.

Fundamental Changes; Disposition of Assets. No Loan Party shallThe Guarantor shall not, nor and shall it not permit any of its Subsidiaries to: (a) , alter the corporate, capital or legal structure of the Guarantor or any of its Subsidiaries if any such alteration could reasonably be expected to have a Material Adverse Effect, or enter into any transaction of merger or consolidation, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), including by means or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of a “plan of division” under the Delaware Limited Liability Company Act transactions, all or any comparable transaction under part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any similar lawPerson or any division or line of business of any Person, except: : (iA) (x) any Any Domestic Subsidiary of Borrower that is a Loan Party the Guarantor (other than the Lessee) may be merged with or into Company Guarantor or any Wholly-Owned Domestic Subsidiary (other than the Lessee), 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 Guarantor or any Wholly-Owned Domestic Subsidiary (other than the Lessee); PROVIDED,in the case of such a merger, Guarantor or such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person; and PROVIDED further that in the case of any such transaction involving the Guarantor, the surviving Person (if not the Guarantor) shall have agreed in writing to assume all of the obligations and liabilities of the Guarantor under the Operative Documents. (B) Any Foreign Subsidiary of the Guarantor may be merged with or into the Guarantor or any Wholly-Owned Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company the Guarantor or any Guarantor Wholly-Owned Foreign Subsidiary; PROVIDED, in the case of such a merger, the Guarantor or such Wholly-Owned Foreign Subsidiary shall be the continuing or surviving corporation; (C) Sales or other dispositions of Investments permitted by SUBPARTS (a) and (yc) of SECTION 10.1(b)(iv) for not less than fair value; (D) Sales of inventory by the Guarantor and its Subsidiaries in the ordinary course of their businesses; (E) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (F) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (G) Licenses to other Persons of intellectual property by the Guarantor or any Subsidiary thereof in the ordinary course of Borrower that is not a Loan Party may be merged with business PROVIDED that, in each case, the terms of the transaction are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (H) Sales or into Borrower other dispositions of assets and property by the Guarantor to any of the Guarantor's Subsidiaries (other than the Lessee) or by any of the Guarantor's Subsidiaries (other than the Lessee) to the Guarantor or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its businessother Subsidiaries (other than the Lessee), provided that the terms of any such sales or other dispositions by or to the Guarantor are terms which are no less favorable to the Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (I) Transactions permitted under SECTION 10.1(b)(iv); (J) Sales of accounts receivable of the Guarantor and its Subsidiaries (other than the Lessee), PROVIDED that (A) each such sale is (1) for not less than fair market value and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not exceed ten percent (10%) of the consolidated total accounts receivable of the Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period; and (K) Other sales, leases, transfers and disposal of assets and property or (other than sales by the Lessee) for not less than fair market value, provided that the aggregate book value of all such assets may be conveyed, and property so sold, leased, transferred or otherwise disposed ofof in any consecutive four quarter period does not exceed ten percent (10%) of the Consolidated Assets of the Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period; PROVIDED, in one transaction or a series of transactions, to Company or any other Subsidiary; providedHOWEVER, that in each case of clauses (x) and (y)the foregoing exceptions shall not be construed to permit any sales, in the case of such merger involving Borrowerleases, Borrower shall be the continuing transfers or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or (b) consummate any Asset Sale, in each case, in one transaction or a series of transactions, all or any part of its business, assets or property disposals of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquiredthe Property, except as expressly permitted by the following, provided, that, (A) in the case of clauses (x) (other than Asset Sales to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: (i) [reserved]: (ii) [reserved]; (Operative Documents.

Fundamental Changes; Disposition of Assets. No Loan Credit Party shall, nor shall it permit any of its Subsidiaries to: (a) , enter into any transaction of merger or consolidation, or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), including by means or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of a “plan of division” under the Delaware Limited Liability Company Act transactions, all or any comparable transaction under part of its business, assets or property of any similar lawkind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: : (i) (xa) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company Borrower or any Guarantor Subsidiary, Subsidiary or be liquidated, wound up or dissolved, or all or any part of its business, property 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; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (xi) and (y), in the case of such a merger involving with (A) the Borrower, the Borrower shall be the continuing or surviving Person and in the case of such merger Person, (B) any Subsidiary that is not involving Borrower but involving a Guarantor Subsidiary with or into a Subsidiary that is a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving personPerson; and (ii) in the case of a liquidation, winding up or dissolution or conveyance, sale, lease, transfer or other disposition of all or part of a Guarantor Subsidiary’s business property or assets, (A) if the transferor in such transaction is the Borrower or a Guarantor Subsidiary, then (A) the transferee must either be the Borrower or a Guarantor Subsidiary or (B) to the extent constituting an Investment, such Investment in a Subsidiary which is not a Credit Party is permitted in accordance with Section 6.6(b); (b) any Subsidiary may change its legal form, provided, that (i) any Subsidiary that is a Guarantor Subsidiary shall remain a Guarantor Subsidiary and (ii) the obligations of any such Guarantor Subsidiary under the Credit Documents shall not be affected; (c) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 6.6; provided that (i) if such Subsidiary is a Credit Party, a Credit Party shall be the continuing or surviving Person, and (ii) to the extent that the continuing or surviving Person was not a Credit Party prior to such merger, such continuing or surviving Person shall have complied with the requirements of Section 5.10(a); (d) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect an Asset Sale permitted pursuant to this Section 6.8 and is effected concurrently with the consummation of such Asset Sale; (e) sales, leases or other dispositions of assets that do not constitute Asset Sales; (f) dispositions of property to the Borrower or to a Subsidiary; provided that if the transferor of such property is a Guarantor Subsidiary or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor Subsidiary or (ii) to the extent that such transaction constitutes an Investment, such transaction is permitted under Section 6.6(b); (g) dispositions of property pursuant to a sale-leaseback transaction permitted by Section 6.10; (h) dispositions of Cash and Cash Equivalents; (i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any material Subsidiary; (j) solely to the extent required by applicable law or court order, transfers of property subject to casualty events or a taking of property pursuant to eminent domain or condemnation (or pursuant to a sale of any such assets to a purchaser with such power under the threat of such a taking) upon receipt of the Net Insurance/Condemnation Proceeds from such transfers or takings; (k) dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in joint venture arrangements and similar binding arrangements; (l) dispositions in the ordinary course of receivables and related assets in connection with Permitted Acquisitions the collection or compromise thereof (other than any factoring or other sale with respect thereto); (m) 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 Permitted Investmentsnon-Cash proceeds), when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $15,000,000; provided, that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (b2) consummate any Asset Saleno less than 75% thereof shall be paid in Cash or Cash Equivalents; provided, in each case, in one transaction or a series that for purposes of transactions, all or any part of its business, assets or property of any kind whatsoever this clause (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto2), any Product Agreement Indebtedness (includingas shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, without limitationother than Indebtedness that is by its terms subordinated to the payment in cash of the Obligations, any that is assumed by the transferee with respect to the applicable disposition and for which the Borrower and all of Company’s rights thereunder)the Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be Cash, and any Registration(3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (n) dispositions of obsolete, whether real, personal worn out or mixed and whether tangible or intangiblesurplus property, whether now owned or hereafter acquired, except the following, provided, that, (A) in the case and dispositions of clauses (x) property (other than Asset Sales Mortgaged Properties) no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (o) Investments made in accordance with Section 6.6, Liens granted in accordance with Section 6.2 and cash payments permitted by Section 6.4; (p) the Reorganization; and (q) sales of Real Estate Assets listed on Schedule 6.8; provided, that (1) the consideration received for such Real Estate 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 or Cash Equivalents; provided, that for purposes of this clause (2), any Indebtedness (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or any of its Subsidiaries)such Subsidiary, (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than Indebtedness that is by its terms subordinated to the payment in cash of the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms Obligations, that is assumed by the transferee with respect to the applicable disposition and for fair market value which the Borrower and (B) any agreements or transactions existing on all of the Closing Date Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be on arms’ length Cash, and market terms and for fair market value: (i3) [reserved]: (ii) [reserved]; (the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a).

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: , (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of Borrower the Company that is a Loan Party may be merged with or into Company a Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company a Borrower or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower the Company that is not a Loan Party may be merged with or into a Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company a Borrower or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving the Company, the Company shall be the continuing or surviving Person, in the case of such merger involving a Borrower, such Borrower shall be the continuing or surviving Person Person, and in the case of such merger not involving a Borrower but involving a Guarantor Subsidiary, the such Guarantor Subsidiary shall be the continuing or surviving person; or ; (ii) in connection with Permitted Acquisitions and Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if the Borrowers determine in good faith that such action is in the best interests of the Company and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights rights related thereto), any Product Agreement (including, without limitation, any of CompanyLoan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except the following, provided, that, for (A) and in the each case of clauses (x) (other than Asset Sales pursuant to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and transactions on market terms and for fair market value and (B) in each case, as reasonably determined by the Company or the applicable Subsidiary); provided that any agreements or transactions existing on such Asset Sales with any Affiliate of the Closing Date Company shall be deemed subject to be on arms’ length and market terms and for fair market value:Section 6.12): (i) [reserved]:Permitted Royalty Transactions; (ii) any Royalty Monetization Transaction for any Product (other than a Royalty Monetization Transaction (Core) with respect to Nurtec ODT and/or Zavegepant); (iii) Permitted Acquisitions and other Permitted Investments; (iv) Asset Sales of royalty interests under the RPI Agreement as of the Closing Date; (v) Asset Sales of inventory and immaterial assets in the ordinary course of business; (vi) Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (viii) Asset Sales to the Borrowers or any Guarantor Subsidiary; (ix) Asset Sales by any Subsidiary that is not a Loan Party; (x) Asset Sales of any securities or Capital Stock of Kleo and BHVN Asia and, in each case, their respective Subsidiaries; (xi) Asset Sales of marketing rights outside of the United States between the Company and its Subsidiaries; (xii) Asset Sales of Real Property, including in connection with any sale-leaseback transaction; (xiii) the disposition, unwinding or other termination of any Interest Rate Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; and (xiv) other Asset Sales in an aggregate amount not to exceed [reserved***]; . Notwithstanding anything to the contrary contained herein, no assignment, transfer, contribution, license, sublicense or other disposition of any Product (Core), Product (Core) Patent or Registration with respect to any Product (Core) is permitted hereunder except as specifically permitted under this Agreement.

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: , (a) enter into consummate any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or or (ii) in connection with Permitted Acquisitions and Acquisitions, other Permitted InvestmentsInvestments and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary may liquidate or dissolve or change its legal form if Borrower determine in good faith that such action is in the best interests of Company and the Subsidiaries and is not disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party or otherwise transferred in accordance with Section 6.9(b); or (b) convey, sell, lease or sublease (as lessor or sublessor), exchange, transfer or otherwise dispose of, or otherwise enter into or consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except the followingor, providedexcept, that, (A) in the each case of clauses (x) (other than Asset Sales pursuant to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and transactions on market terms and for fair market value and (B) any agreements in each case, as reasonably determined by Company or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value:applicable Subsidiary): (i) [reserved]:Permitted Product Transactions; (ii) any Permitted Royalty Transaction; (iii) Permitted Acquisitions and other Permitted Investments; (iv) the disposition, unwinding or other termination of any Hedging Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (v) Borrower or any Subsidiary may sell inventory and immaterial assets in the ordinary course of business; (vi) dispositions of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (viii) dispositions to any Loan Party; (ix) dispositions by any Subsidiary that is not a Loan Party (other than Apellis Securities). (x) dispositions consisting of Permitted Liens and permitted Restricted Junior Payments; (xi) dispositions of property or assets pursuant to the terms of Permitted Priority Indebtedness and any Permitted Refinancing Indebtedness in respect thereof; (xii) dispositions of accounts receivable in connection with the collection or compromise thereof and the sale or disposition of Cash Equivalents for cash or other Cash Equivalents; (xiii) Asset Sales of marketing rights outside of the United States between a Loan Party and its Subsidiaries; (xiv) the disposition, unwinding or other termination of any Permitted Equity Derivative or the entry into any Permitted Equity Derivative; and (xv) so long as no Event of Default has occurred and is continuing or would result therefrom, other dispositions (other than any direct or indirect disposition of Material Contracts, Product (Core), Product (Core) Intellectual Property Rights, Registration with respect to any Product (Core), accounts receivables or inventory in respect of any Product (Core) or any other assets necessary or material to the research, development, use or Commercialization of any Product (Core)) in an amount not to exceed $[reserved]; **] in the aggregate. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) no assignment, transfer, contribution, license, sublicense or other disposition of any Product (Core), Product (Core) Patent or Registration with respect to any Product (Core) is permitted hereunder except as specifically permitted under this Agreement and (ii) Borrower shall not permit Apellis Securities to make any disposition in violation of the terms of this Agreement or in violation of the Specified Massachusetts Regulations.

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: : (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of Borrower that is a Loan Party may be merged with or into Company Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company Borrower or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party an Excluded Subsidiary may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company Borrower or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the a Guarantor Subsidiary shall be the continuing or surviving person; or or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or or (b) consummate enter into or consumate any Asset Sale, in each case, in one transaction or a series of transactions, of all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights rights related thereto), any Product Agreement (including, without limitation, any of CompanyBorrower’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except the followingor, providedexcept, thatin each case, (A) in the case of clauses (x) (other than Asset Sales pursuant to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: (i) [reserved]:Permitted Product Transactions; (ii) [reserved]; (iii) Permitted Acquisitions and other Permitted Investments; (iv) the disposition, unwinding or other termination of any Hedging Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (v) Asset Sales of inventory in the ordinary course of business; (vi) Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (viii) Asset Sales to a Loan Party; (ix) Asset Sales by any Subsidiary that is an Excluded Subsidiary; (x) Asset Sales consisting of Permitted Liens and permitted Restricted Junior Payments; (xi) Asset Sales of accounts receivable in connection with the collection or compromise thereof and Asset Sales of Cash Equivalents for cash or other Cash Equivalents; (xii) other Asset Sales (other than any disposition of Material Contracts, Product (Core), Product (Core) Intellectual Property Rights, Registration with respect to any Product (Core), accounts receivables or inventory in respect of any Product (Core) or any other assets necessary or material to the research, development, use or Commercialization of any Product (Core)) so long as at least 75.0% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid substantially concurrently with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of; provided that for the purposes of this clause (xii), the following shall be deemed to be cash (x) any securities received by the Loan Parties or any Subsidiary from such transferee that are converted by such Person into cash or Cash Equivalents upon the closing of the applicable disposition, (y) any purchase price adjustment, milestone payment, royalty, earnout, contingent payment, back-end or other deferred payment of a similar nature, and (z) any designated non-cash consideration received in respect of such 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 to exceed $[***]; (xiii) Asset Sales of Capital Stock in any Joint Venture to the other holders of Capital Stock in such Joint Venture for fair market value; and (xiv) other Asset Sales in an aggregate amount not to exceed $[***]. Notwithstanding anything to the contrary contained herein, (i) no assignment, transfer, contribution, license, sublicense or other disposition of any Product (Core), Product (Core) Intellectual Property Rights or Registration with respect to any Product (Core) is permitted hereunder except as specifically permitted under this Agreement and (ii) during a Restricted Period, no Asset Sale otherwise permitted by the forgoing clauses (i), (iii), (x), (xi), (xii), (xiii) or (xiv) shall be permitted.

Fundamental Changes; Disposition of Assets. No Loan Party shall, nor shall it permit any of its Subsidiaries to: : (a) enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except: : (i) (x) any Subsidiary of the Borrower that is a Loan Party may be merged with or into Company the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary); and (y) any Subsidiary of Borrower that is not a Non-Loan Party may be merged with or into the Borrower or any other Subsidiary (other than a [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company the Borrower or any other Subsidiary (other than a [***] Subsidiary); provided, that in each case of clauses (x) and (y), in the case of such merger involving the Borrower, the Borrower shall be the continuing or surviving Person and in the case of such merger not involving the Borrower but involving a Guarantor Subsidiary, the such Guarantor Subsidiary shall be the continuing or surviving person; or ; (ii) in connection with Permitted Acquisitions and Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower determine in good faith that such action is in the best interests of the Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party (other than a [***] Subsidiary) or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of CompanyLoan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except the following, provided, that, for (A) and in the each case of clauses (x) (other than Asset Sales pursuant to the Borrower or any of its Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and transactions on market terms and for fair market value and (B) any agreements in each case, as reasonably determined by the Borrower or transactions existing on the Closing Date shall be deemed to be on arms’ length and market terms and for fair market value: (i) [reserved]: (ii) [reserved]; (applicable

Fundamental Changes; Disposition of Assets. No Loan Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its the Subsidiaries to: (a) , enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar lawconvey, except: sell, lease or sublease (i) as lessor or sublessor), license or sublicense (x) any Subsidiary of Borrower that is a Loan Party may be merged with as lessor or into Company or any Guarantor Subsidiarylicensor), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred transfer or otherwise disposed dispose of, in one transaction or a series of transactions, to Company or any Guarantor Subsidiary; and (y) any Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or (b) consummate any Asset Sale, in each case, 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, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any of Company’s rights thereunder), and any Registration)whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except the following, provided, that, except: (Aa) 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 clauses such a merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (x) (other than Asset Sales to the Borrower or any of its Subsidiaries)or, (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of agreements any such transaction involving both Borrowers, the Borrower Agent shall be the continuing or transactions between Loan Partiessurviving Person) and (xxiiii) which in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be on arms’ length the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales or other dispositions among Loan Parties or sales or other dispositions among Subsidiaries that are not Loan Parties (upon voluntary liquidation or otherwise) (for the avoidance of doubt, any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be 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, in the case of the liquidation or 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 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 and (y) the leasing or subleasing of real property in the ordinary course of business; (e) (x) disposals of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market terms 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) ) and Sale and Lease-Back Transactions permitted by Section 6.10; (h) sales or other dispositions of any assets of the 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 $15,000,000 or, only following satisfaction of the Audit Delivery Condition, if greater, 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 the 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 and (By) any agreements Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or transactions existing on Cash Equivalents (to the Closing Date extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition, in each case, shall be deemed to be Cash for purposes of this Section 6.08(h); 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 arms’ length the date on which the agreement governing such sale or disposition is executed and market terms (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 for fair market value:to the extent) required by Section 2.11(b); (i) [reserved]: to the extent that (i) such property is exchanged for credit against the purchase price of substantially similar replacement property or (ii) [reserved]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 Ultimate Parent, Holdings, the Borrowers and the 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 condemnation 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 ABL Line Cap, bulk sales or 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 10.0% 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 series of 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 the lesser of (xx) $20,000,000 and (yy) 5.0% of the Borrowing Base in effect at such time, 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 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 $17,500,000 or, only following satisfaction of the Audit Delivery Condition, if greater, 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) non-exclusive 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 in 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 Ultimate Parent, Holdings, the Borrowers and the Subsidiaries; and