Common use of Restriction on Fundamental Changes; Asset Sales Clause in Contracts

Restriction on Fundamental Changes; Asset Sales. Holdings shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Holdings or any of its Subsidiaries, including the creation or acquisition of any Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or a substantial portion of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) Holdings may consummate the IPO; (ii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted under subsection 7.8 and Development Investments (to the extent such Development Investments do not constitute Consolidated Capital Expenditures) permitted under subsection 7.3(vi); (iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iv) Company and its Subsidiaries may sell or otherwise dispose of damaged, worn-out or obsolete assets that are no longer necessary for the proper conduct of their respective business for fair market value in the ordinary course of business; (v) Company and its Subsidiaries may sell grocery stores (including equipment therein acquired after the Closing Date) opened or acquired after the 136 (Credit Agreement) 144 Closing Date and grocery store equipment, warehouse equipment, distribution equipment and office equipment, in each case acquired after the Closing Date, in connection with a concurrent lease-back of such grocery stores (including such equipment) and such grocery store equipment, warehouse equipment, distribution equipment and office equipment to the extent such transactions are permitted under subsection 7.10; (vi) Company and its Subsidiaries may lease or sublease any of their respective real or personal property in the ordinary course of business; (vii) (A) any wholly-owned Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed or, in one transaction or a series or transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation involving Company, Company shall be the continuing or surviving corporation; and (B) the corporate existence of those Subsidiaries of Holdings identified as inactive on Schedule 5.1 annexed hereto may be terminated to the extent permitted under subsection 6.2; (viii) subject to subsection 7.13, Company and its Subsidiaries may (a) sell (1) either or both the warehouse facility located at 4404 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx the garage connected to Donna's Meat Facility located at 7445 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, (0) either or both the warehouse described in Schedule 7.7 annexed hereto or the office building described in Schedule 7.7 annexed hereto, and (3) store number 92 described in Schedule 4.1B annexed hereto, (b) sell and concurrently lease-back the equipment described in Schedule 7.7 annexed hereto and (c) make additional Asset Sales of assets having an aggregate fair market value not in excess of $5,000,000 in the aggregate for all such Asset Sales in any Fiscal Year; provided that in each case for clauses (a), (b) and (c) above, (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof and (2) not less than 50% of the consideration received therefor shall be cash; and (ix) Company and its Subsidiaries may make Asset Sales of stores which are no longer useful to the business of Company and its Subsidiaries; provided that the aggregate number of any stores sold pursuant to this clause (ix) shall not exceed five in any Fiscal Year plus, for Fiscal Year 1998 and each Fiscal Year thereafter, a number of stores equal to the difference between five and the number of stores sold under this clause (ix) in the immediately preceding Fiscal Year.

Restriction on Fundamental Changes; Asset Sales. Holdings Subject to Condition 3.19, the Issuer shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, without the approval in writing by Bondholders holding not less than 50% of the principal amount of Bonds outstanding or by an Ordinary Resolution (as defined in the Trust Deed) of the Bondholders alter the corporate, capital or legal structure (except with respect to changes in capital structure to the extent a Change of Holdings or Control does not occur as a result thereof) of the Issuer and any of its Subsidiaries, including the creation or acquisition of any SubsidiariesRestricted Subsidiary, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, leaseabandon, lease or sub-leaselease (as lessor or sublessor), license or sublicense, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned owned, leased, licensed or hereafter acquired, acquired (other than inventory or acquire by purchase or otherwise all or a substantial portion goods in the ordinary course of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person), except: (i) Holdings the Issuer and the Restricted Subsidiaries may consummate dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the IPObusiness of the Issuer and the Restricted Subsidiaries in each case to the extent in the ordinary course of business; (ii) Company the Issuer and its the Restricted Subsidiaries may make Consolidated Capital Expenditures incur Liens permitted under subsection 7.8 and Development Investments (to the extent such Development Investments do not constitute Consolidated Capital Expenditures) permitted under subsection 7.3(vi)Condition 3.1; (iii) Company the Issuer and its the Restricted Subsidiaries may have an Event of Loss; (a) the Restricted Subsidiaries may issue Equity Securities to the Issuer or to any other Restricted Subsidiary; and (b) without prejudice to Condition 3.2, Sands China may issue Equity Securities in connection with or contemplated by or to facilitate the Qualified IPO (including, without limitation, issuing such Equity Securities to the Issuer); Bella — Placing Agreement (v) the Issuer and any Restricted Subsidiary may (a) enter into leases or licenses to use in the ordinary course of business with respect to any space (including any “complementary accommodations”) on or within a Project or (b) be a party to any lease or license to use in effect on the Closing Date; provided that, in each case, (1) no Event of Default or Potential Event of Default shall exist and be continuing at the time of such lease or license to use or would occur after or as a result of entering into such lease or license to use (or immediately after any renewal or extension thereof at the option of the Issuer and the Restricted Subsidiaries), (2) such lease or license to use will not materially interfere with, impair or detract from the operation of the business of the Issuer and the Restricted Subsidiaries, (3) such lease or license to use is at a fair market rent or value (in light of other similar or comparable prevailing commercial transactions) and contains such other terms such that the lease or license to use, taken as a whole, is commercially reasonable and fair to the Issuer and the Restricted Subsidiaries in light of prevailing or comparable transactions in other casinos, hotels, hotel attractions, convention centers or shopping venues or other applicable venues, (4) no gaming or casino operations may be conducted on any space that is subject to such lease or license to use other than by VML and only in accordance with the Gaming Concession Contract and all other applicable legal requirements, and (5) no lease may provide that the Issuer and the Restricted Subsidiaries may subordinate their fee, condominium or leasehold interest to any lessee or any party financing any lessee (other than lenders financing residential interests in complementary accommodations, to the extent of the interest being financed); (vi) any Restricted Subsidiary may be merged with (or liquidated into) the Issuer or any other Restricted Subsidiary; (a) subject to Condition 3.5(v)(4), the Issuer and the Restricted Subsidiaries may sell, lease, license or otherwise transfer assets to any other Restricted Subsidiary or the Issuer, as applicable, and (b) the Issuer and the Restricted Subsidiaries may sell, lease, license or otherwise transfer assets pursuant to a Permitted Investment; (viii) the Issuer and the Restricted Subsidiaries may license or sublicense trademarks and trade names in the ordinary course of business; (ix) the Issuer and the Restricted Subsidiaries may enter into licenses and sublicenses of intellectual property in the ordinary course of business; (x) the Issuer and the Restricted Subsidiaries may sell receivables for fair market value in the ordinary course of business; (xi) any Restricted Subsidiary (or the Issuer) that holds direct equity interests in a Cotai Strip Excluded Subsidiary may sell or transfer (a) up to 10% in the aggregate of the equity interests in such Cotai Strip Excluded Subsidiary to the current or intended operator or joint developer of the associated Excluded Casino Hotel Resort (the Permitted 10% Equity Sale); provided that such sale may be made only with respect to one Cotai Strip Excluded Subsidiary which is either developing Site 5 or Site 6 (but not both), and (b) up to 49% (when aggregated with the Permitted 10% Equity Sale) in the aggregate of the equity interests in such Cotai Strip Excluded Subsidiary to any other Person (the Permitted VOL Equity Sale); (xii) the Cotai Subsidiary may, following the execution of a Casino Operation Land Concession Contract between Macau SAR and the Cotai Subsidiary, sell, transfer, assign or sublease or license to use such Casino Operation Land Concession Contract Bella — Placing Agreement to a developer or other Person (provided that the terms and conditions of such sale include (a) the full release of any further obligations of the Issuer or any Restricted Subsidiary pursuant to or under such Casino Operation Land Concession Contract (except for customary or other reasonably appropriate indemnities, in each case with respect to title representations, and except for obligations arising by law relating to VML’s operation or potential operation of any casino or gaming area to be developed on the Site subject to such Casino Operation Land Concession Contract or VML’s ownership of the casino/showroom/retail “shell” on such Site and the “air parcel” within such shell), and (b) a sale price (or other cash reimbursement mechanism) payable by such purchaser in cash, simultaneously with such transfer, in an amount at least equal to all amounts previously expended by the Issuer and any Restricted Subsidiary with regard to such Casino Operation Land Concession Contract and all costs previously expended by the Issuer and any Restricted Subsidiary with respect to the development of the associated property, other than permitting fees, attorneys’ fees and expenses, architects’ fees and expenses and other similar fees and expenses in an aggregate amount of less than US$5,000,000) to allow such developer or other Person to build, develop, own and operate an Other Resort Project; (xiii) the Issuer and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that Sales due to clause (iii) in the consideration received for such assets shall be in an amount at least equal to parenthetical clause of the fair market value definition thereof; (iv) Company and its Subsidiaries may sell or otherwise dispose of damaged, worn-out or obsolete assets that are no longer necessary for the proper conduct of their respective business for fair market value in the ordinary course of business; (v) Company and its Subsidiaries may sell grocery stores (including equipment therein acquired after the Closing Date) opened or acquired after the 136 (Credit Agreement) 144 Closing Date and grocery store equipment, warehouse equipment, distribution equipment and office equipment, in each case acquired after the Closing Date, in connection with a concurrent lease-back of such grocery stores (including such equipment) and such grocery store equipment, warehouse equipment, distribution equipment and office equipment to the extent such transactions are permitted under subsection 7.10; (vi) Company and its Subsidiaries may lease or sublease any of their respective real or personal property in the ordinary course of business; (vii) (A) any wholly-owned Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed or, in one transaction or a series or transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation involving Company, Company shall be the continuing or surviving corporation; and (B) the corporate existence of those Subsidiaries of Holdings identified as inactive on Schedule 5.1 annexed hereto may be terminated to the extent permitted under subsection 6.2; (viiixiv) subject to subsection 7.13Condition 3.8, Company the Issuer and its the Restricted Subsidiaries may (a) sell (1) either or both the warehouse facility located at 4404 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx the garage connected to Donna's Meat Facility located at 7445 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, (0) either or both the warehouse described in Schedule 7.7 annexed hereto or the office building described in Schedule 7.7 annexed hereto, and (3) store number 92 described in Schedule 4.1B annexed hereto, (b) sell and concurrently lease-back the equipment described in Schedule 7.7 annexed hereto and (c) make additional Asset Sales of assets having an aggregate a fair market value not in excess of $5,000,000 US$25,000,000 in the aggregate for all such Asset Sales in any Fiscal Yearaggregate; provided that in each case for clauses (a), (b) and (c) above, (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof in the judgment of the Issuer; and (2) not less than 50at least 75% of the consideration received therefor shall be cashcash or cash equivalents; (xv) the Cotai Subsidiary may transfer immaterial portions of any Site to the government of Macau SAR (so long as such transfer does not impair in any material way the ability of the Issuer and the Restricted Subsidiaries to construct, develop, open, manage and/or operate any active Project) upon the written request of the government of Macau SAR and its stated intent to use such portions in connection with infrastructure, roadway, utility easement, or other “public works” purposes; (xvi) the Issuer and the Restricted Subsidiaries may transfer any assets leased or acquired with proceeds of any financing permitted under these Terms and Conditions and secured by a Permitted Lien to the lender or lessor providing such financing upon default, expiration or termination of such financing; (xvii) the Issuer or the Cotai Subsidiary may transfer its rights pursuant to a Far East Agreement to a third party or Excluded Subsidiary; (xviii) the Issuer and the Restricted Subsidiaries may (i) sell or abandon immaterial assets not necessary for the development, construction, operation or maintenance of any active Project and (ii) abandon a Secondary Project and sell, abandon or otherwise dispose of any assets no longer needed in connection with a Secondary Project that has been abandoned in accordance with the terms of the Disbursement Agreement; (xix) either or both Immaterial Subsidiaries may be dissolved, liquidated or wound-up; provided that prior to such event, any assets held by the entity to be so dissolved, liquidated or wound up are distributed to the Issuer or any Restricted Subsidiary, and that no such event shall cause the equity interests in any surviving Restricted Bella — Placing Agreement Subsidiary to be less than wholly-owned by the Issuer and/or another Restricted Subsidiary; (xx) the Issuer and the Restricted Subsidiaries may sell or transfer assets pursuant to a sale-leaseback transaction permitted by Condition 3.6; (xxi) the Issuer or any Restricted Subsidiary may sell its interest in a Joint Venture or a Supplier Joint Venture or in an Additional Development Excluded Subsidiary; (xxii) the Issuer or any Restricted Subsidiary may make Permitted Asset Dispositions; provided that: (A) no Event of Default or Potential Event of Default shall exist and be continuing at the time of the consummation of such Permitted Asset Disposition or would occur as a result thereof; (B) the Trustee and the Administrative Agent under the Credit Agreement shall have received evidence that reciprocal easement arrangements, condominium by-laws or deeds of mutual covenant, shall have been entered into between the Issuer and Restrictive Subsidiaries on one hand and the purchaser of such Project on the other hand; (C) the Trustee shall have received a certificate of VML that such Permitted Asset Disposition will not (other than to a de minimis extent) increase the risk of any loss of or reversion under the Gaming Concession Contract or any relevant Land Concession Contract; and (ix) Company and its Subsidiaries may make Asset Sales of stores which are no longer useful to the business of Company and its Subsidiaries; provided that the aggregate number of any stores sold pursuant to this clause (ix) shall not exceed five in any Fiscal Year plus, for Fiscal Year 1998 and each Fiscal Year thereafter, a number of stores equal to the difference between five and the number of stores sold under this clause (ixD) in the immediately preceding Fiscal Yearcase of Permitted Asset Dispositions comprising any portion of the Venetian Macao Overall Project or the Four Seasons Macao Overall Project (1) such sale could not reasonably be expected to materially adversely impact the ability of VML to obtain, or the timing of VML’s receipt of, (x) an occupation certificate regarding such Projects or (y) the final registration of the Venetian Macao Land Concession Contract and (2) except in the case of a Permitted Asset Disposition consisting of a sale of the Four Seasons Macao Mall or the Venetian Macao Mall or any complementary accommodations, there shall be no remaining material obligations necessary to be fulfilled in order to obtain a final registration of the Venetian Macao Land Concession Contract (other than obligations the satisfaction of which are not affected by the lack of ownership or possession of the assets sold in such Permitted Asset Disposition); (xxiii) the Cotai Subsidiary may sell construction equipment having a fair market value not in excess of US$25,000,000 in the aggregate; (xxiv) as permitted under these Terms and Conditions or the Credit Agreement or its related security documents (for this purpose, disregarding any amendment, restatement or supplement to the Credit Agreement or its related security documents entered into on or after the date of the Placing Agreement); and Bella — Placing Agreement (xxv) the Issuer and the Restricted Subsidiaries may sell or transfer assets (including equity interests in Excluded Subsidiaries) pursuant to any corporate reorganisation or restructuring required or necessary in connection with or contemplated by or to facilitate the Qualified IPO.

Restriction on Fundamental Changes; Asset Sales. Holdings shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Holdings or any of its Subsidiaries, including the creation or acquisition of any Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, 141 149 property or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or a substantial portion of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) Holdings may consummate the IPO; (ii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted under subsection 7.8 and Development Investments (to the extent such Development Investments do not constitute Consolidated Capital Expenditures) permitted under subsection 7.3(vi); (iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iv) Company and its Subsidiaries may sell or otherwise dispose of damaged, worn-out or obsolete assets that are no longer necessary for the proper conduct of their respective business for fair market value in the ordinary course of business; (v) Company and its Subsidiaries may sell grocery stores (including equipment therein acquired after the Closing Date) opened or acquired after the 136 (Credit Agreement) 144 Closing Date and grocery store equipment, warehouse equipment, distribution equipment and office equipment, in each case acquired after the Closing Date, in connection with a concurrent lease-back of such grocery stores (including such equipment) and such grocery store equipment, warehouse equipment, distribution equipment and office equipment to the extent such transactions are permitted under subsection 7.10; (vi) Company and its Subsidiaries may lease or sublease any of their respective real or personal property in the ordinary course of business; (vii) (A) any wholly-owned Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed or, in one transaction or a series or transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation involving Company, Company shall be the continuing or surviving corporation; and (B) the corporate existence of those Subsidiaries of Holdings identified as inactive on Schedule 5.1 annexed hereto may be terminated to the extent permitted under subsection 6.2; ; 142 150 (viii) subject to subsection 7.13, Company and its Subsidiaries may (a) sell (1) either or both the warehouse facility located at 4404 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx the garage connected to Donna's Meat Facility located at 7445 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx xxx (02) either or both the warehouse described in Schedule 7.7 annexed hereto or the office building described in Schedule 7.7 annexed hereto, and (3) store number 92 described in Schedule 4.1B annexed hereto, (b) sell and concurrently lease-back the equipment described in Schedule 7.7 annexed hereto and (c) make additional Asset Sales of assets having an aggregate fair market value not in excess of $5,000,000 in the aggregate for all such Asset Sales in any Fiscal Year; provided that in each case for clauses (a), (b) and (c) above, (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof and (2) not less than 50% of the consideration received therefor shall be cash; and (ix) Company and its Subsidiaries may make Asset Sales of stores which are no longer useful to the business of Company and its Subsidiaries; provided that the aggregate number of any stores sold pursuant to this clause (ix) shall not exceed five in any Fiscal Year plus, for Fiscal Year 1998 and each Fiscal Year thereafter, a number of stores equal to the difference between five and the number of stores sold under this clause (ix) in the immediately preceding Fiscal Year.

Restriction on Fundamental Changes; Asset Sales. Holdings The Company shall not, and shall not permit any of its Restricted Subsidiaries to, alter the corporate, capital or legal structure of Holdings or any of its Subsidiaries, including the creation or acquisition of any Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or consummate any part Asset Sale (including Asset Sales of its business, property notes or fixed assetsreceivables and Capital Stock of a Restricted Subsidiary, whether now owned newly issued or hereafter acquired, or acquire by purchase or otherwise all or a substantial portion of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Personoutstanding), except: (ia) Holdings may consummate the IPO; (ii) Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted under subsection 7.8 and Development Investments (to the extent such Development Investments do not constitute Consolidated Capital Expenditures) permitted under subsection 7.3(vi); (iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iv) Company and its Subsidiaries may sell or otherwise dispose of damagedobsolete, worn-worn out or obsolete assets surplus property or property that are is no longer necessary for the proper conduct of their respective useful in its business for fair market value in the ordinary course of business; (vb) in order to resolve disputes that occur in the ordinary course of business or settle delinquent or overdue accounts, the Company and its Restricted Subsidiaries may sell grocery stores (including equipment therein acquired after discount or otherwise compromise for less than the Closing Date) opened face value thereof, notes or acquired after the 136 (Credit Agreement) 144 Closing Date and grocery store equipment, warehouse equipment, distribution equipment and office equipment, in each case acquired after the Closing Date, in connection with a concurrent lease-back of such grocery stores (including such equipment) and such grocery store equipment, warehouse equipment, distribution equipment and office equipment to the extent such transactions are permitted under subsection 7.10accounts receivable; (vic) the Company or a Restricted Subsidiary may, in the ordinary course of business, dispose of or terminate Hedge Agreements; (d) the Company and its Restricted Subsidiaries may lease transfer property as a result of casualty or sublease any condemnation events; (e) the Company and its Restricted Subsidiaries may enter into leases and subleases of their respective real or and personal property in the ordinary course of business; (vii) (A) any wholly-owned Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed or, in one transaction or a series or transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation involving Company, Company shall be the continuing or surviving corporation; and (Bf) the corporate existence of those Company and its Restricted Subsidiaries of Holdings identified as inactive on Schedule 5.1 annexed hereto may be terminated to the extent permitted under subsection 6.2use Cash or Cash Equivalents in transactions not prohibited by this Agreement; (viiig) subject to subsection 7.13, the Company and its Restricted Subsidiaries may (a) sell (1) either or both the warehouse facility located at 4404 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx the garage connected to Donna's Meat Facility located at 7445 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, (0) either or both the warehouse described in Schedule 7.7 annexed hereto or the office building described in Schedule 7.7 annexed hereto, make and (3) store number 92 described in Schedule 4.1B annexed hereto, (b) sell and concurrently lease-back the equipment described in Schedule 7.7 annexed hereto and (c) make additional Asset Sales dispose of assets having an aggregate fair market value not in excess of $5,000,000 inventory in the aggregate for all such Asset Sales in any Fiscal Year; provided that in each case for clauses (a), (b) and (c) above, (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof and (2) not less than 50% ordinary course of the consideration received therefor shall be cashbusiness; and (ixh) the Company may liquidate, wind-up, or dissolve any Subsidiary of the Company after an Asset Sale that (i) results in the sale of substantially all of the assets of such Subsidiary and its Subsidiaries may make Asset Sales (ii) is in compliance with the provisions of stores which are no longer useful to the business of Company and its Subsidiaries; provided that the aggregate number of any stores sold pursuant to this clause (ix) shall not exceed five in any Fiscal Year plus, for Fiscal Year 1998 and each Fiscal Year thereafter, a number of stores equal to the difference between five Agreement and the number of stores sold under this clause (ix) in the immediately preceding Fiscal YearDIP Orders.