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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Party, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (n) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Permitted Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) Borrower Holdco or the Borrower in a transaction in which Borrower Holdco or the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) Holdco that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower Holdco that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than Borrower Holdco, the Borrower or a Subsidiary Loan Party receives any consideration, (iiiiv) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (ivv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (vvi) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings Borrower Holdco (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower Holdco that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Holdco or any of the other Restricted its Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of together with the date aggregate gross proceeds of any such disposition or all assets sold, transferred or disposed of in reliance on clause (and after giving effect thereto)g) of this Section 6.05, in any fiscal year of HoldingsParent, the greater of (i) $20.0 35.0 million and (ii) 1.02.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) shall not exceed, together with the aggregate gross proceeds of any and all assets sold, transferred or disposed of to Subsidiaries that are not Loan Parties in reliance on clause (c) of this Section 6.05, in any fiscal year of Parent, the greater of (A) $35.0 million and (B) 2.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04, (ii) no Event of Default shall have occurred and be continuing or would result therefrom, (Biii) the Net Proceeds thereof shall be applied in accordance with Section 2.09(a), (iv) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (Cv) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower Holdco or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower Holdco and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Holdco or its Subsidiaries from such transferee that are shall be converted by the Borrower Holdco or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.02.75% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (ng) to be cash; (oh) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation (i) involving the Borrower, the Borrower shall be the surviving entitycorporation, (ii) at least 75% of the consideration therefor shall be in the form of cash and cash equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of Borrower Holdco and its Subsidiaries, taken as a whole, and the Net Proceeds thereof shall be applied in accordance with Section 2.09(a) and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary); (pi) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower Holdco or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower Holdco or such Subsidiary; (rk) acquisitions and purchases made with Below Threshold Asset Sale Proceeds; and (l) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor shall consist of non-cash assets that will be used in a business or business activity permitted hereunder, (ii) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this clause (l) shall not exceed, in any fiscal year of Parent, the greater of (A) $50.0 million and (B) 4.0% of Consolidated Total Assets, (iii) no Event of Default shall exist or would result therefrom and (iiiv) in the event of an exchange or a swap with a fair market value in excess of $15.0 million, (A) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (B) such exchange or swap shall have been approved by at least a majority of the Governing Persons Board of the Borrower Directors of Parent or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than HoldingsParent, the Borrower Holdco or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired)assets, or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) (including, in each case, pursuant to a Division) all or any substantial part of the assets of any other person Person or any division, unit or business of any other personPerson, except that this Section 6.05 shall 7.05 will not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have has occurred and be is continuing or would result therefrom, : (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the any Borrower in a transaction in which the such Borrower is the survivor, ; (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary Loan Party and, in the case of each of the foregoing clauses (i) and (ii), no Person other than a Borrower that is or becomes a Subsidiary Loan Party, Party receives any consideration; (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, ; (iv) any transfer of inventory among any Borrower and their Restricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property or assets among any Borrower and their Restricted Subsidiaries or between Restricted Subsidiaries, in each case, in the ordinary course of business; (v) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) of any Borrower if the Borrower or any Parent Entity on behalf a Responsible Officer of the such Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the such Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or Lenders; (vvi) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person Person in order to effect an a Permitted Investment permitted under Section 6.04 so long as the continuing or surviving person shall Person will be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Subsidiary Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.106.10; or (vii) [reserved]; (cb) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04of assets, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed;so long as: (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses[reserved]; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (n) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.075% of the consideration therefor shall be is in the form of cash and cash equivalents and Cash Equivalents; and (Ciii) such sale, transfer or disposition shall be is made for fair market value (as determined by a Responsible Officer of the Parent Borrower in good faith); provided, further, provided that each of the following items will be deemed to be cash for purposes of this Section 7.05(b): (A1) any liabilities of the Borrowers or the Restricted Subsidiaries (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower Borrowers and its the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (B2) any securities received by the any Borrower or its Subsidiaries any Restricted Subsidiary from such transferee that are converted by the such Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and disposition; and (C3) any Designated Non-Cash Consideration received in respect of such disposition having an disposition; provided that the aggregate fair market value of all such Designated Non-Cash Consideration, as determined by a Responsible Officer of the Parent Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C3) that is then outstanding, shall does not exceed the greater of (xA) $35.0 million 40,000,000 and (yB) 2.010.25% of Consolidated Total Assets (measured at as of the time date any such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (oa) Permitted Business Acquisitions the purchase and sale of inventory in the ordinary course of business, (b) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (c) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (d) the disposition of Cash Equivalents (or Investments that were Cash Equivalents when made); (d) Sale and Lease-Back Transactions permitted by Section 7.03; (e) Investments permitted by Section 7.04, (including any Permitted Acquisition or merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided , provided, that following any such merger, consolidation or amalgamation involving the any Borrower, the such Borrower shall be is the surviving entitycorporation; (pf) Permitted Liens; (g) Restricted Payments permitted by Section 7.06; (h) the sale or discount of overdue or defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (i) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the any Borrower or any of its Subsidiaries Restricted Subsidiary determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the such Borrower or such Restricted Subsidiary; (rk) any exchange dispositions of notes receivable or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases accounts receivable in the ordinary course of businessbusiness (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof; (l) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by any Borrower or any Restricted Subsidiary that is not in contravention of Section 7.08; provided that to the extent the property being transferred constitutes ABL Priority Collateral, such replacement property will constitute ABL Priority Collateral; and (m) any sale, transfer or other disposition, in a single transaction or a series of related transactions, of any asset or assets having a fair market value, as determined by a Responsible Officer of the Parent Borrower in good faith, of not more than $5,000,000. provided that if any such disposition described in the foregoing clauses (b), (iig) or (m) includes the disposition of Intellectual Property Rights material and necessary for the operation of the assets of the Loan Parties and their Subsidiaries, taken as a whole, which assets constitute ABL Priority Collateral (after giving effect to such disposition) (x) such transfer or disposition shall not materially affect the value of the ABL Priority Collateral as a whole, or interfere with the Administrative Agent’s reasonably anticipated collections from enforcement upon the ABL Priority Collateral or (y) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlementpurchaser, release or surrender of contractual rights assignee or other litigation claims transferee thereof shall agree in writing to be bound by a non-exclusive royalty-free worldwide license of such Intellectual Property Rights in favor of the Administrative Agent for use in connection with the exercise of the rights and remedies of the Secured Parties, which license shall be in form and substance reasonably satisfactory to the Administrative Agent, and provided further that in the ordinary course case of businessa disposition of Intellectual Property Rights by the Loan Parties or any Subsidiary to a third party, the transferee thereof shall be required to provide such a license only to the extent to which the applicable license gives it a right to do so. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 7.05 to any person Person other than Holdings, the any Borrower or any other Restricted SubsidiaryGuarantor, such Collateral shall will be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall will take, and shall be authorized by each Lender hereby authorizes the Administrative Agent to take, any actions reasonably requested by the Parent Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.189.10. Following the consummation of any disposition or other transfer of Collateral of the type included in the Borrowing Base with a value in excess of $5,000,000 (other than, for the avoidance of doubt, dispositions of Inventory in the ordinary course of business), the Parent Borrower shall deliver an updated Borrowing Base Certificate that gives pro forma effect to such disposition or other transfer concurrent with such disposition or other transfer.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Party, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (n) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Non- Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the lease, purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of (x) any Restricted Domestic Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of Loan Party or (y) any Foreign Subsidiary into or with any Foreign Subsidiary Loan Party in a transaction in which the Borrower that surviving or resulting entity is or becomes a Foreign Subsidiary Loan Party, and, in the case of each of clauses (i) and (ii), no person other than the Borrower, Subsidiary Loan Party or Foreign Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, Party or (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) in accordance with Section 5.01(a)(ii) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form or dissolution is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and such sales, transfers, leases or other dispositions plus the aggregate gross proceeds of any or all assets sold, leased, transferred or leased in reliance upon paragraph (h) below shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) exceed $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.0420,000,000; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) Dispositions any swap of Investments assets with a Fair Market Value not to exceed $10,000,000 in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between aggregate during the joint venture parties set forth term of this Agreement in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or exchange for other assets (including leasehold interests in real property) with respect of comparable or greater value or usefulness to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower and the Subsidiaries taken as a whole, as determined in good faith by the management of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for the other Restricted Subsidiariesavoidance of doubt, such swap of assets shall not, directly or indirectly, be made for the purposes of making a Dividend not otherwise permitted under Section 6.06 or Junior Indebtedness Payment not otherwise permitted under Section 6.09(b); (mg) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nh) (i) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided, that the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (h) plus the aggregate gross amount of such proceeds in reliance upon Section 6.05(c) above shall not exceed $20,000,000; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ii) dispositions of the assets or Equity Interests of any Material Insurance Subsidiary; provided that (Ai) such sales and dispositions are for Fair Market Value, (ii) such disposition is for 85% cash consideration, to a third party that is not an Affiliate upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would otherwise be obtained in a comparable arm’s-length transaction, (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (Biv) at least 75.0% the Total Secured Leverage Ratio shall not exceed the lesser of (x) 5.275 to 1.00 and (y) the Total Secured Leverage Ratio immediately prior to giving effect to such disposition and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the consideration therefor shall be in the form of cash and cash equivalents Borrower to such effect, together with all relevant financial information for such Subsidiary or assets, and (Cv) such salethe Net Proceeds thereof (which, transfer for the avoidance doubt, shall not be subject to a reinvestment right) are applied in accordance with Section 2.11(b) and subject to the Prepayment Fees in respect of COC Payment Events pursuant to Section 2.12(e). (i) any Permitted Business Acquisition or disposition shall be made for fair value (as determined by the Borrower merger or consolidation in good faith)order to effect a Permitted Business Acquisition; provided, furtherthat following any such merger or consolidation (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; (j) non-exclusive licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business and other licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries, that (A) do not materially interfere with the ordinary course of the business of the Borrower or any liabilities (of its Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as shown on a whole, and that are not material to the most recent Required Financial Statements or in ordinary course of conduct of the notes thereto) business of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (ok) Permitted Business Acquisitions (including any mergerthe lease, consolidation assignment or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses sublease of any real or personal property in the ordinary course of business; (ql) sales, leases or other dispositions of inventory inventory, equipment or other assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and receivables) of the Borrower or any of its and the Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiaryany of the Subsidiaries; provided, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); (rm) any exchange or swap[reserved]; (n) [reserved]; and (o) [reserved]. Notwithstanding anything to the contrary contained in Section 6.05 above, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event sale, transfer or other disposition of Default assets shall exist or would result therefrom be permitted by this Section 6.05 (except as permitted to Loan Parties pursuant to Section 6.05(c)) unless such disposition is for Fair Market Value, and (ii) in the event no sale, transfer or other disposition of an exchange or swap assets with a fair market value in excess Fair Market Value of more than $15.0 million2,000,000 shall be permitted by paragraph (a), (d), (h),or (l) of this Section 6.05 unless such exchange or swap shall have been approved by disposition is for at least a majority 75% cash consideration; provided, that for purposes of clause (ii), the Governing Persons amount of any secured Indebtedness of the Borrower or any Parent Entity Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on behalf of the Borrower; and (s) (i) termination of leases ’s or such Subsidiary’s most recent balance sheet or in the ordinary course of business, (iinotes thereto) that is assumed by the expiration transferee 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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral assets shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall deemed to be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into(a) Merge, or consolidate or amalgamate with, with or into any other personPerson, or permit any other person Person to merge merge, consolidate or amalgamate with or into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of substantially all its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person Person or any divisionline of business, unit or business division of any other personsuch Person, except that this Section 6.05 shall not prohibit: (aA) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower or any other Person may be merged, consolidated or amalgamated with or into the Borrower; provided that the Borrower shall be the continuing or surviving Person and the security interest granted by the Borrower pursuant to the DIP Orders and the Security Documents shall remain in full force and effect, (or person that will become a Restricted Subsidiary of B) any Company (other than the Borrower) that is may merge, consolidate or will becomeamalgamate with or into any other Company or any other Person (or dispose of all or substantially all of its business units, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party assets and other properties) in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary of a Company (and in the case of any merger, consolidation, amalgamation or disposition involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving entity and the security interest granted by the such Loan PartyParty pursuant to the DIP Orders and/or the Security Documents (as the case may be) shall remain in full force and effect or the Person formed by or surviving any such merger, consolidation, amalgamation, or disposition (if other than a Subsidiary Guarantor) shall execute a supplement to the Guarantee and any applicable Security Documents), (iiiC) the mergerany Non-Core Company may sell, consolidation transfer, lease or amalgamation otherwise dispose of any Restricted Subsidiary that is not (in one transaction or in a Loan Party into series of transactions) all or with any other Restricted Subsidiary that is not substantially all of its assets in a Loan Partytransaction permitted by clause (b)(i) or clause (b)(ii) below, (ivD) Advisor Direct, Inc. may liquidate or dissolve, (E) X.X. Xxxxxx & Company, LLC may liquidate or dissolve with the liquidation or dissolution or change in form prior written consent of entity of the Required Lenders and (F) any Restricted Subsidiary Company (other than the Borrower) if the Borrower may sell, transfer, lease or any Parent Entity on behalf otherwise dispose of the Borrower determines in good faith that such liquidation, dissolution all or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each substantially all of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions assets to the Borrower or any Subsidiary (provided that, if such transferring Company is a Subsidiary Guarantor, the transferee in such transaction shall be the Borrower or another Subsidiary Guarantor). (b) Make any Asset Sale (other than those Asset Sales permitted under paragraph (a) above), except for: (i) sales, transfers or other dispositions of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise)assets for fair market value by any Company; provided that (A) with respect to any salesdisposition (other than a disposition of assets of a Non-Core Company) pursuant to this Section 6.04(b)(i), transferssuch Company shall receive 100% of such consideration in the form of cash and (B) the Net Cash Proceeds thereof shall be promptly applied to the prepayment of the Loans as required by Section 2.13(b); (ii) any Company may dispose of property or assets to Borrower or any wholly owned Subsidiary of Borrower, leases and any wholly owned Subsidiary of Borrower may dispose of property or other dispositions by a Loan Party assets to a Restricted wholly owned subsidiary of Borrower; provided that (A) if the transferor of such property is a Subsidiary that Guarantor or the Borrower, the transferee thereof must either be the Borrower or a Subsidiary Guarantor, and (B) to the extent such transaction constitutes an Investment, such transaction is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto6.03(c), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (diii) Sale the Companies may sell, transfer and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions otherwise dispose of Investments in joint ventures to the extent required by, or made pursuant to, contractual to customary buy/sell arrangements between between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (giv) Transfers of property subject the Companies may effect any transaction permitted (other than by reference to casualtySection 6.04) by Section 6.03, eminent domain 6.04(a), 6.05 or condemnation proceedings (including in lieu thereof)6.06; (hv) the sale, lease, sublease, license, sublicense, consignment, conveyance Companies may sell or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables discount without recourse accounts receivable arising in the ordinary course of business and not as part of an accounts receivables financing transactionin connection with the compromise or collection thereof; (nvi) salesthe unwinding of any Hedging Agreement; and (vii) subject to and in accordance with the applicable orders entered in the Cases, transfers Asset Sales of any asset between or other dispositions of assets not among one or more Companies as a substantially concurrent interim disposition in connection with a disposition otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause clauses (Ci) that is then outstanding, shall not exceed through (vi) above. Notwithstanding the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrowerforegoing, the Borrower shall be the surviving entity; (p) leasesnot, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or and shall not permit any of its Subsidiaries determined by the management to, sell, transfer or otherwise dispose of any Cetera Entity or any of their respective Subsidiaries (or all or substantially all of the Borrower assets of any Cetera Entity or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18their respective Subsidiaries).

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the lease, purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of (x) any Restricted Domestic Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of Loan Party or (y) any Foreign Subsidiary into or with any Foreign Subsidiary Loan Party in a transaction in which the Borrower that surviving or resulting entity is or becomes a Foreign Subsidiary Loan Party, and, in the case of each of clauses (i) and (ii), no person other than the Borrower, Subsidiary Loan Party or Foreign Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, Party or (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) in accordance with Section 5.01(a)(ii) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form or dissolution is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and such sales, transfers, leases or other dispositions plus the aggregate gross proceeds of any or all assets sold, leased, transferred or leased in reliance upon paragraph (h) below shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) exceed $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.0420,000,000; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) Dispositions any swap of Investments assets with a Fair Market Value not to exceed $10,000,000 in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between aggregate during the joint venture parties set forth term of this Agreement in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or exchange for other assets (including leasehold interests in real property) with respect of comparable or greater value or usefulness to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower and the Subsidiaries taken as a whole, as determined in good faith by the management of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for the other Restricted Subsidiariesavoidance of doubt, such swap of assets shall not, directly or indirectly, be made for the purposes of making a Dividend not otherwise permitted under Section 6.06 or Junior Indebtedness Payment not otherwise permitted under Section 6.09(b); (mg) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nh) (i) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided provided, that the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (h)(i) plus the aggregate gross amount of such proceeds in reliance upon Section 6.05(c) above shall not exceed $20,000,000; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ii) dispositions of the assets or Equity Interests of any Material Insurance Subsidiary; provided, that (Ai) such sales and dispositions are for Fair Market Value, (ii) such disposition is for 85% cash consideration, to a third party that is not an Affiliate upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would otherwise be obtained in a comparable arm’s-length transaction, (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (Biv) at least 75.0the Total Secured Leverage Ratio shall not exceed the lesser of (x) 5.275 to 1.00 and (y) the Total Secured Leverage Ratio immediately prior to giving effect to such disposition and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all relevant financial information for such Subsidiary or assets; provided that solely for purposes of the Bridges Sale, the Total Secured Leverage Ratio shall be calculated net of the Unrestricted Cash proceeds received thereof (it being agreed that any cash proceeds received and deposited into the escrow account (or other account) described in the proviso below shall be deemed Unrestricted Cash for purposes of calculating the Total Secured Leverage Ratio in connection with the Bridges Sale), and (v) the Net Proceeds thereof (which, for the avoidance doubt, shall not be subject to a reinvestment right other than as set forth below in this clause (h)) are applied in accordance with Section 2.11(b) and subject to the Prepayment Fees in respect of COC Payment Events pursuant to Section 2.12(e).; provided that notwithstanding the foregoing, the Borrower and its Subsidiaries can retain up to $50,000,000 of Net Proceeds from the Bridges Sale as long as such amount is held in an escrow account (or such other account satisfactory to the Administrative Agent) subject to the sole control of the Administrative Agent which account shall be established promptly upon the receipt of the Net Proceeds, but in no event to exceed 30 days following receipt unless the Administrative Agent consents in its sole discretion), with such proceeds only being released to the Borrower and its Subsidiaries (i) with the consent of the Administrative Agent, if used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and the Loan Parties or to make investments in Permitted Business Acquisitions or Investments permitted by Section 6.04, (ii) with the consent of the Administrative Agent or (iii) if used to prepay Term Loans together with a premium equal to 3.00% of the consideration therefor shall aggregate principal amount being prepaid; provided further, if there are any amounts remaining in such escrow account on the date that is nine months after receipt of such Net Proceeds, then such amounts will be used to prepay Term Loans together with a premium equal to 3.00% of the aggregate principal amount being prepaid. (i) any Permitted Business Acquisition or merger or consolidation in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith)order to effect a Permitted Business Acquisition; provided, furtherthat following any such merger or consolidation (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; (j) non-exclusive licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business and other licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries, that (A) do not materially interfere with the ordinary course of the business of the Borrower or any liabilities (of its Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as shown on a whole, and that are not material to the most recent Required Financial Statements or in ordinary course of conduct of the notes thereto) business of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (ok) Permitted Business Acquisitions (including any mergerthe lease, consolidation assignment or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses sublease of any real or personal property in the ordinary course of business; (ql) sales, leases or other dispositions of inventory inventory, equipment or other assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and receivables) of the Borrower or any of its and the Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiaryany of the Subsidiaries; provided, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); (rm) any exchange or swap[reserved]; (n) [reserved]; and (o) [reserved]. Notwithstanding anything to the contrary contained in Section 6.05 above, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event sale, transfer or other disposition of Default assets shall exist or would result therefrom be permitted by this Section 6.05 (except as permitted to Loan Parties pursuant to Section 6.05(c)) unless such disposition is for Fair Market Value, and (ii) in the event no sale, transfer or other disposition of an exchange or swap assets with a fair market value in excess Fair Market Value of more than $15.0 million2,000,000 shall be permitted by paragraph (a), (d), (h),or (l) of this Section 6.05 unless such exchange or swap shall have been approved by disposition is for at least a majority 75% cash consideration; provided, that for purposes of clause (ii), the Governing Persons amount of any secured Indebtedness of the Borrower or any Parent Entity Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on behalf of the Borrower; and (s) (i) termination of leases ’s or such Subsidiary’s most recent balance sheet or in the ordinary course of business, (iinotes thereto) that is assumed by the expiration transferee 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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral assets shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall deemed to be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Permitted Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) Borrower Holdco or the Borrower in a transaction in which Borrower Holdco or the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) Holdco that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower Holdco that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than Borrower Holdco, the Borrower or a Subsidiary Loan Party receives any consideration, (iiiiv) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (ivv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (vvi) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings Borrower Holdco (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower Holdco that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Holdco or any of the other Restricted its Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of together with the date aggregate gross proceeds of any such disposition or all assets sold, transferred or disposed of in reliance on clause (and after giving effect thereto)g) of this Section 6.05, in any fiscal year of HoldingsParent, the greater of (i) $20.0 35.0 million and (ii) 1.02.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) shall not exceed, together with the aggregate gross proceeds of any and all assets sold, transferred or disposed of to Subsidiaries that are not Loan Parties in reliance on clause (c) of this Section 6.05, in any fiscal year of Parent, the greater of (A) $35.0 million and (B) 2.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04, (ii) no Event of Default shall have occurred and be continuing or would result therefrom, (Biii) the Net Proceeds thereof shall be applied in accordance with Section 2.09(a), (iv) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (Cv) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower Holdco or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower Holdco and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Holdco or its Subsidiaries from such transferee that are shall be converted by the Borrower Holdco or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.02.75% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (ng) to be cash; (oh) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation (i) involving the Borrower, the Borrower shall be the surviving entitycorporationentity, (ii) at least 75% of the consideration therefor shall be in the form of cash and cash equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of Borrower Holdco and its Subsidiaries, taken as a whole, and the Net Proceeds thereof shall be applied in accordance with Section 2.09(a) and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary); (pi) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower Holdco or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower Holdco or such Subsidiary; (rk) acquisitions and purchases made with Below Threshold Asset Sale Proceeds; and (l) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor shall consist of non-cash assets that will be used in a business or business activity permitted hereunder, (ii) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this clause (l) shall not exceed, in any fiscal year of Parent, the greater of (A) $50.0 million and (B) 4.0% of Consolidated Total Assets, (iii) no Event of Default shall exist or would result therefrom and (iiiv) in the event of an exchange or a swap with a fair market value in excess of $15.0 million, (A) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (B) such exchange or swap shall have been approved by at least a majority of the Governing Persons Board of the Borrower Directors of Parent or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than HoldingsParent, the Borrower Holdco or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Permitted Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) Borrower Holdco or the Borrower in a transaction in which Borrower Holdco or the Borrower Borrower, as applicable, is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) Holdco that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower Holdco that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than Borrower Holdco, the Borrower or a Subsidiary Loan Party receives any consideration, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings Borrower Holdco (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower Holdco that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Subsidiary Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Holdco or any of the other Restricted its Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of together with the date aggregate gross proceeds of any such disposition or all assets sold, transferred or disposed of in reliance on clause (and after giving effect thereto)g) of this Section 6.05, in any fiscal year of HoldingsParent, the greater of (i) $20.0 35.0 million and (ii) 1.02.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)) (other than bulk sales or other dispositions of the Inventory of the Loan Parties not in the ordinary course of business in connection with store closures); provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) shall not exceed, together with the aggregate gross proceeds of any and all assets sold, transferred or disposed of to Subsidiaries that are not Loan Parties in reliance on clause (c) of this Section 6.05, in any fiscal year of Parent, the greater of (A) $35.0 million and (B) 2.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04, (ii) no Event of Default shall have occurred and be continuing or would result therefrom, (Biii) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (Civ) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower Holdco or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower Holdco and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Holdco or its Subsidiaries from such transferee that are shall be converted by the Borrower Holdco or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.02.75% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (ng) to be cash; (oh) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation (i) involving the Borrower, the Borrower shall be the surviving entity; corporationentity, (pii) leases, licenses, or subleases or sublicenses at least 75% of any real or personal property the consideration therefor shall be in the ordinary course form of business; (q) sales, leases cash and cash equivalents or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets exchanged for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess or usefulness to the business of $15.0 millionBorrower Holdco and its Subsidiaries, such exchange or swap shall have been approved by at least taken as a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documentswhole, and the Administrative Agent Net Proceeds thereof shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.be

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Party, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (n) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the Net Cash Proceeds thereof shall be applied in accordance with Section 2.09, (C) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (CD) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, amalgamate with or consolidate or amalgamate with, with any other personPerson, or permit any other person Person to merge into into, amalgamate with or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiarythe General Partner, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person Person or, except as permitted by Section 5.01(a), liquidate, wind up or dissolve itself (or suffer any division, unit liquidation or business of any other persondissolution), except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory inventory, supplies, materials and equipment and the purchase and sale of rights or equipment licenses or leases, abandonment, cancellation or disposition, of intellectual property, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business or (iviii) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, the merger or would result therefrom, consolidation of (i) the merger, consolidation or amalgamation of any Restricted Subsidiary General Partner into (or with) the Borrower in a transaction in which the Borrower is the survivorsurviving Person, (ii) the mergerliquidation, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Party, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (iv) the liquidation winding up or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if General Partner of the Borrower or any Parent Entity on behalf of if the Borrower determines in good faith that such liquidation, winding up, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or Lenders, (vii) any Non-SMLP Subsidiary with any other Non-SMLP Subsidiary and (iii) the merger, consolidation or amalgamation of Borrower and any Restricted Non-SMLP Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or Borrower is the surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Person; (c) sales, transfers, leases or other dispositions to the Borrower or any Dispositions of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) constituting Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (md) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ne) sales, transfers transfers, leases or other dispositions of assets (other than Equity Interests in the General Partner and limited partner interests or IDRs of SMLP) not otherwise permitted by this Section 6.05; provided that , in each case, so long as (A) no Event of Default shall have occurred and be continuing then exists or would immediately result therefrom, therefrom and (B) at least 75.0% of the consideration therefor Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such transaction, with the form of cash and cash equivalents and (C) such saleInterest Coverage Ratio; provided that any sales, transfer transfers, leases or disposition other dispositions by the Borrower to any SMLP Entity or any other Affiliate shall be made for in compliance with Section 6.07; and provided, further, that the aggregate fair market value (as determined of any sales, transfers, leases or other dispositions by the Borrower pursuant to this Section 6.05(e) shall not exceed, in good faithany fiscal year of the Borrower, the greater of (1) $25,000,000 and (2) 3.0% of Total Assets measured as of the most recent fiscal quarter for which financial statements are then available; (f) givebacks or subsidies through the relinquishment of future IDRs and general partner Equity Interests in SMLP and similar transactions approved by the Board of Directors of the Borrower, in each case, so long as (A) no Event of Default then exists or would immediately result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such givebacks or subsidies, with the Interest Coverage Ratio; and (g) additional sales, transfers or dispositions for cash of any limited partner interests or IDRs of SMLP, in each case, so long as the Borrower complies with Section 2.10(c). Notwithstanding anything to the contrary contained in Section 6.05 or otherwise in this Agreement, nothing herein shall restrict the ability of the Borrower and the Non-SMLP Subsidiaries to (i) issue Equity Interests, (ii) sell, grant or otherwise issue Equity Interests to members of management of the Borrower, the General Partner or any Non-SMLP Subsidiary pursuant to stock option, stock ownership, stock incentive or similar plans if, in each case of clauses (i) and (ii), the Borrower or the Parent, as applicable, is in compliance with any applicable requirements of the Collateral Agreement relating to the pledge of Pledged Collateral, and (iii) merge with a wholly-owned subsidiary or reincorporate in another jurisdiction for purposes of moving its state of formation; provided that in no event shall the Borrower be incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia; provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of Person in any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of merger involving the Borrower; and (s) (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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other person, or permit any other person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business or (iv) the disposition of Permitted Investments; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) Borrower Holdco or the Borrower in a transaction in which Borrower Holdco or the Borrower Borrower, as applicable, is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) Holdco that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower Holdco that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than Borrower Holdco, the Borrower or a Subsidiary Loan Party receives any consideration, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings Borrower Holdco (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower Holdco that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Subsidiary Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Holdco or any of the other Restricted its Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of together with the date aggregate gross proceeds of any such disposition or all assets sold, transferred or disposed of in reliance on clause (and after giving effect thereto)g) of this Section 6.05, in any fiscal year of HoldingsParent, the greater of (i) $20.0 35.0 million and (ii) 1.02.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)) (other than bulk sales or other dispositions of the Inventory of the Loan Parties not in the ordinary course of business in connection with store closures); provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) shall not exceed, together with the aggregate gross proceeds of any and all assets sold, transferred or disposed of to Subsidiaries that are not Loan Parties in reliance on clause (c) of this Section 6.05, in any fiscal year of Parent, the greater of (A) $35.0 million and (B) 2.75% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04, (ii) no Event of Default shall have occurred and be continuing or would result therefrom, (Biii) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (Civ) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower Holdco or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower Holdco and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower Holdco or its Subsidiaries from such transferee that are shall be converted by the Borrower Holdco or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.02.75% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (ng) to be cash; (oh) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation (i) involving the Borrower, the Borrower shall be the surviving entitycorporation, (ii) at least 75% of the consideration therefor shall be in the form of cash and cash equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of Borrower Holdco and its Subsidiaries, taken as a whole, and the Net Proceeds thereof shall be applied in accordance with Section 2.09(a) and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary); (pi) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower Holdco or any of its Subsidiaries (other than in connection with store closings, which dispositions shall be subject to clause (m) of this Section 6.05) determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower Holdco or such Subsidiary; (rk) acquisitions and purchases made with Below Threshold Asset Sale Proceeds (as defined in the Term Loan Credit Agreement); (l) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor shall consist of non-cash assets that will be used in a business or business activity permitted hereunder, (ii) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this clause (l) shall not exceed, in any fiscal year of Parent, the greater of (A) $50.0 million and (B) 4.0% of Consolidated Total Assets, (iii) no Event of Default shall exist or would result therefrom and (iiiv) in the event of an exchange or a swap with a fair market value in excess of $15.0 million, (A) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (B) such exchange or swap shall have been approved by at least a majority of the Governing Persons Board of the Borrower Directors of Parent or any Parent Entity on behalf of the Borrower; and (sm) (i) termination bulk sales or other dispositions of leases the Inventory of any Loan Party not in the ordinary course of businessbusiness in connection with store closures, at arm’s length; provided that (i) the Administration Agent’s consent shall be required with respect to store closures that cause the aggregate amount of store closures to exceed 20.0% of the store base in any fiscal year or 50.0% of the store base during the term of this Agreement, with such store base to include all new stores as of the date of the proposed closure, and (ii) with respect to any store closures that would account for greater than 20.0% of the expiration store base (inclusive of any option agreement in respect new stores) for the applicable fiscal year or 50.0% of real or personal property the store base (inclusive of new stores) for the term of this Agreement, as applicable, such store closures shall be conducted by professional liquidators reasonably acceptable to the Administrative Agent; provided, further, that notwithstanding the foregoing, the requirements of subclauses (i) and (iiiii) any surrender or waiver of contractual rights or this clause (m) shall not apply to store closures where the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of businessInventory shall be transferred to another store. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower Parent or any other Restricted Subsidiaryof its Subsidiaries, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, case in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the lease, purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto thereafter no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of (x) any Restricted Domestic Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of Loan Party or (y) any Foreign Subsidiary into or with any Foreign Subsidiary Loan Party in a transaction in which the Borrower that surviving or resulting entity is or becomes a Foreign Subsidiary Loan Party, and, in the case of each of clauses (i) and (ii), no person other than the Borrower, Subsidiary Loan Party or Foreign Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, Party or (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) in accordance with Section 5.01(a)(ii) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form or dissolution is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and such sales, transfers, leases or other dispositions plus the aggregate gross proceeds of any or all assets sold, leased, transferred or leased in reliance upon paragraph (h) below shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) exceed $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.0420,000,000; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) Dispositions any swap of Investments assets with a Fair Market Value not to exceed $10,000,000 in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between aggregate during the joint venture parties set forth term of this Agreement in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or exchange for other assets (including leasehold interests in real property) with respect of comparable or greater value or usefulness to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 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 the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower and the Subsidiaries taken as a whole, as determined in good faith by the management of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) for the other Restricted Subsidiariesavoidance of doubt, such swap of assets shall not, directly or indirectly, be made for the purposes of making a Dividend not otherwise permitted under Section 6.06 or Junior Indebtedness Payment not otherwise permitted under Section 6.09(b); (mg) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nh) (i) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided, that the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (h) plus the aggregate gross amount of such proceeds in reliance upon Section 6.05(c) above shall not exceed $20,000,000; provided, further, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ii) dispositions of the assets or Equity Interests of any Material Insurance Subsidiary; provided that (Ai) such sales and dispositions are for Fair Market Value, (ii) such disposition is for 85% cash consideration, to a third party that is not an Affiliate upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would otherwise be obtained in a comparable arm’s-length transaction, (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (Biv) at least 75.0% the Total Secured Leverage Ratio shall not exceed the lesser of (x) 5.275 to 1.00 and (y) the Total Secured Leverage Ratio immediately prior to giving effect to such disposition and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the consideration therefor shall be in the form of cash and cash equivalents Borrower to such effect, together with all relevant financial information for such Subsidiary or assets, and (Cv) such salethe Net Proceeds thereof (which, transfer for the avoidance doubt, shall not be subject to a reinvestment right) are applied in accordance with Section 2.11(b) and subject to the Prepayment Fees in respect of COC Payment Events pursuant to Section 2.12(e). (i) any Permitted Business Acquisition or disposition shall be made for fair value (as determined by the Borrower merger or consolidation in good faith)order to effect a Permitted Business Acquisition; provided, furtherthat following any such merger or consolidation (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; (j) non-exclusive licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary in the ordinary course of business and other licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Subsidiary that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries, that (A) do not materially interfere with the ordinary course of the business of the Borrower or any liabilities (of its Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as shown on a whole, and that are not material to the most recent Required Financial Statements or in ordinary course of conduct of the notes thereto) business of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (ok) Permitted Business Acquisitions (including any mergerthe lease, consolidation assignment or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses sublease of any real or personal property in the ordinary course of business; (ql) sales, leases or other dispositions of inventory inventory, equipment or other assets (excluding Equity Interests, assets constituting a business division, unit, line of business, all or substantially all of the assets of any Material Subsidiary, Sale and Lease-Back Transactions and receivables) of the Borrower or any of its and the Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiaryany of the Subsidiaries; provided, that the Net Proceeds thereof are applied in accordance with Section 2.11(b); (rm) any exchange or swap[reserved]; (n) [reserved]; and (o) [reserved]. Notwithstanding anything to the contrary contained in Section 6.05 above, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event sale, transfer or other disposition of Default assets shall exist or would result therefrom be permitted by this Section 6.05 (except as permitted to Loan Parties pursuant to Section 6.05(c)) unless such disposition is for Fair Market Value, and (ii) in the event no sale, transfer or other disposition of an exchange or swap assets with a fair market value in excess Fair Market Value of more than $15.0 million2,000,000 shall be permitted by paragraph (a), (d), (h),or (l) of this Section 6.05 unless such exchange or swap shall have been approved by disposition is for at least a majority 75% cash consideration; provided, that for purposes of clause (ii), the Governing Persons amount of any secured Indebtedness of the Borrower or any Parent Entity Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on behalf of the Borrower; and (s) (i) termination of leases ’s or such Subsidiary’s most recent balance sheet or in the ordinary course of business, (iinotes thereto) that is assumed by the expiration transferee 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. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral assets shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall deemed to be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18cash.