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

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed licensed, except: (a) (i) any Restricted Subsidiary of Borrower Parent (other than a Non-Recourse SubsidiaryBorrower) may be merged with or into Borrower or any Guarantor SubsidiarySubsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor SubsidiarySubsidiary Guarantor; provided, in the case of such a mergerBorrower, Borrower or such Guarantor SubsidiaryGuarantor, as applicable applicable, shall be the continuing or surviving Person; , or the transferee of the relevant business, property or assets, as the case may be and (bii) any Non-Recourse U.S. Subsidiary of Parent may be merged with or into any other wholly owned Non-Recourse U.S. Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolvedParent, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other wholly owned Non-Recourse U.S. Subsidiary of the Project Holdco that is the direct or indirect parent of such Parent; provided, a wholly owned Non-Recourse SubsidiaryU.S. Subsidiary of Parent shall be the continuing, surviving or succeeding Person, or the transferee of the relevant business, property or assets, as the case may be; (cb) sales or other dispositions of assets that do not constitute Asset Sales; (dc) Asset Sales; provided that (1i) the consideration received for such assets (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sales) under this clause (c) shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager board of Holdingsdirectors of Parent (or similar governing body)), (2ii) no less than 75% thereof shall be paid in Cash and or Cash Equivalents, (3iii) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a2.11(a), and (iv) no Event of Default shall have occurred and be continuing at the time of such Asset Sale; provided, further, that the provisions of clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Borrower) of less than $25,000,000; provided, further, that for purposes of (ii), each of the following shall be deemed to be Cash: (A) the amount of any liabilities (as shown on Holding’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (B) any notes or other obligations or other securities or assets received by Parent or such Restricted Subsidiary from the transferee that are converted by Parent or such Restricted Subsidiary into cash within 180 days after receipt thereof (to the extent of the Cash received) and (C) any Designated Non-Cash Consideration received by Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C), not to exceed the greater of $75,000,000.00 or 2.50% of Consolidated Total Assets, as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable in the aggregate for all such designations during the term this Agreement (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); (d) disposals of used, obsolete, damaged, worn out or surplus equipment or property, including any property that is no longer useful in the conduct of the business or otherwise economically impracticable to maintain, whether now owned or hereafter acquired, in the ordinary course of business (other than Intellectual Property); (e) disposals of obsoleteall or substantially all of the assets of any Restricted Subsidiary to the Borrower or another Restricted Subsidiary, worn out or surplus property;provided that if the transferor is a Guarantor, the transferee must also be a Guarantor. (f) to the extent constituting an Asset Sale and/or a “Fundamental Change”, Indebtedness incurred in accordance with Section 6.1, Liens granted in accordance with Section 6.2, Restricted Junior Payments made in accordance with Section 6.4 and Investments made in accordance with Section 6.6; (g) leases or licenses (including sublicenses and covenants not to ▇▇▇) of Intellectual Property, in the ordinary course of business; (h) the settlement or write-off of accounts receivable or sale of overdue accounts receivable (including any discount or forgiveness thereof) for collection in the ordinary course of business; (i) the disposition of Cash or Cash Equivalents in the ordinary course of business; (j) the termination of a lease due to the default of the landlord thereunder or pursuant to any right of termination of the tenant under the lease; (k) to the extent the Borrower or any of its Restricted Subsidiaries determines in its reasonable business judgment is desirable in the conduct of its business, as lessor dispositions of Intellectual Property, including discontinuing the use or sublessormaintenance of, failing to pursue, or license otherwise abandoning, allowing to lapse, terminating or putting into the public domain, any Intellectual Property; (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property l) dispositions in the ordinary course of business and consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not interfering in any respect with material to the ordinary conduct of or materially detracting from the business of Holdings or any SubsidiaryBorrower and its Restricted Subsidiaries, taken as a whole; (gm) internal corporate reorganizations dispositions of the Investments in joint ventures or any Restricted Subsidiaries of any Project Holdco so long as any such reorganization does that are not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse wholly owned to the Lenders extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in any material respectthe relevant joint venture arrangements and/or similar binding arrangements; (hn) transfers of condemned property as a result of the issuance exercise of “eminent domain” or sale other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by Holdings deed in lieu of its Equity Interestscondemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (io) any sale the disposition of Equity Interests pursuant to one or more plants located in the CMP Option Agreement and any Lien permitted by Section 6.2(l)United Kingdom with a fair market value of approximately $10,000,000; (jp) Permitted Warrant Transactions; (k) Liens permitted by any disposition made in accordance with Section 6.2; (l) 6.16 of the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holdersStock Purchase Agreement; and (mq) transfers a sale or other disposition of Accounts in connection with a Supplier Financing Transaction so long as at the time of such sale or other disposition, no Default or Event of Default exists or would result therefrom after giving pro forma effect to such sale or disposition. Notwithstanding the foregoing, the following transactions shall be permitted: (directly i) the liquidation or indirectlydissolution of any Restricted Subsidiary (other than Borrower) if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower, is not materially disadvantageous to the Lenders and Borrower or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Subsidiary and (ii) any merger, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Asset Sale otherwise permitted under this Section 6.7 or (B) any Investment permitted under Section 6.6. Notwithstanding the foregoing, neither Parent nor Borrower will sell, transfer, lease or otherwise dispose of, or permit the sale, transfer, lease or other disposition of (in one transaction or in a series of transactions, including by merger of a Subsidiary), all or otherwisesubstantially all the assets (including Equity Interests in Subsidiaries) to of Parent and its Subsidiaries or Borrower and its Restricted Subsidiaries considered on a consolidated basis, whether now owned or hereafter acquired, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person (other subsidiaries of than Parent or Borrower) may (a) merge into Parent in a transaction in which Parent is the surviving corporation or (b) merge into Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesin a transaction in which Borrower is the surviving corporation.

Fundamental Changes; Disposition of Assets. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, : (a) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose including by means of or encumber, in one transaction or a series “plan of transactions, all division” under the Delaware Limited Liability Company Act or any part of its Equity Interests in comparable transaction under any of its Subsidiaries (other than to qualify directors if required by applicable similar law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (ai) (x) any Subsidiary of the Borrower (other than that is a Non-Recourse Subsidiary) Loan Party may be merged with or into the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary); provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and (by) any Non-Recourse Subsidiary Loan Party may be merged with or into the Borrower or any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse (other than a [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Non-Recourse Subsidiary (other than a [***] Subsidiary); provided, that in each case of clauses (x) and (y), in the Project Holdco that is the direct or indirect parent case of such Non-Recourse merger involving the Borrower, the Borrower shall be the continuing or surviving Person and in the case of such merger not involving the Borrower but involving a Guarantor Subsidiary, such Guarantor Subsidiary shall be the continuing or surviving person; (cii) sales or Permitted Acquisitions, other dispositions of assets that do not constitute Permitted Investments, and Asset Sales;Sales permitted by Section 6.9(b); or (diii) Asset Salesany Subsidiary may liquidate or dissolve or change its legal form if the Borrower determine in good faith that such action is in the best interests of the Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders; provided (1) the consideration received for that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party (other than a [***] Subsidiary) or otherwise transferred in an amount at least equal accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any Loan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except for (and in each case pursuant to the arms’ length transactions on market terms and for fair market value thereof (in each case, as reasonably determined in good faith by the manager of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.the applicable

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Guarantor shall not, nor and shall it not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of the Guarantor or any of its Subsidiaries if any such alteration could reasonably be expected to have a Material Adverse Effect, or enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased or licensed acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (aA) any Any Domestic Subsidiary of Borrower the Guarantor (other than a Non-Recourse Subsidiarythe Lessee) may be merged with or into Borrower Guarantor or any Wholly-Owned Domestic Subsidiary (other than the Lessee), or be liquidated, wound up or dissolved, or all or any part of its business,property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Guarantor or any Wholly-Owned Domestic Subsidiary (other than the Lessee); PROVIDED,in the case of such a merger, Guarantor or such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person; and PROVIDED further that in the case of any such transaction involving the Guarantor, the surviving Person (if not the Guarantor) shall have agreed in writing to assume all of the obligations and liabilities of the Guarantor under the Operative Documents. (B) Any Foreign Subsidiary of the Guarantor may be merged with or into the Guarantor or any Wholly-Owned Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower the Guarantor or any Guarantor Wholly-Owned Foreign Subsidiary; providedPROVIDED, in the case of such a merger, Borrower the Guarantor or such Guarantor Subsidiary, as applicable Wholly-Owned Foreign Subsidiary shall be the continuing or surviving Personcorporation; (bC) Sales or other dispositions of Investments permitted by SUBPARTS (a) and (c) of SECTION 10.1(b)(iv) for not less than fair value; (D) Sales of inventory by the Guarantor and its Subsidiaries in the ordinary course of their businesses; (E) Sales of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value; (F) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (G) Licenses to other Persons of intellectual property by the Guarantor or any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary thereof in the ordinary course of business PROVIDED that, in each case, the terms of the Project Holdco that is transaction are terms which then would prevail in the direct market for similar transactions between unaffiliated parties dealing at arm's length; (H) Sales or indirect parent other dispositions of such Non-Recourse Subsidiary, assets and property by the Guarantor to any of the Guarantor's Subsidiaries (other than the Lessee) or be liquidated, wound up or dissolved, or all by any of the Guarantor's Subsidiaries (other than the Lessee) to the Guarantor or any part of its businessother Subsidiaries (other than the Lessee), provided that the terms of any such sales or other dispositions by or to the Guarantor are terms which are no less favorable to the Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (I) Transactions permitted under SECTION 10.1(b)(iv); (J) Sales of accounts receivable of the Guarantor and its Subsidiaries (other than the Lessee), PROVIDED that (A) each such sale is (1) for not less than fair market value and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not exceed ten percent (10%) of the consolidated total accounts receivable of the Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period; and (K) Other sales, leases, transfers and disposal of assets and property or (other than sales by the Lessee) for not less than fair market value, provided that the aggregate book value of all such assets may be conveyed, and property so sold, leased, transferred or otherwise disposed of, of in one transaction or a series of transactions, to any other Non-Recourse Subsidiary consecutive four quarter period does not exceed ten percent (10%) of the Project Holdco Consolidated Assets of the Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period; PROVIDED, HOWEVER, that is the direct foregoing exceptions shall not be construed to permit any sales, leases, transfers or indirect parent disposals of such Non-Recourse Subsidiary; (c) sales or other dispositions any of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith Property, except as expressly permitted by the manager of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesOperative Documents.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers shall not, nor shall it they permit any of its their respective Subsidiaries to, enter into any transaction of merger merger, consolidation or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition having a fair market value in excess of $1,000,000, in a single transaction or in a related series of transactions, except: (a) (i) any Borrower may be merged, consolidated or amalgamated with or into any other Person (including another Borrower), convey, sell, transfer or otherwise dispose of all or substantially all of its business, assets or property to another Person (including another Borrower), or be converted into another Person; provided that a Borrower shall be the surviving Person and (ii) any Subsidiary may be merged or consolidated or amalgamated with or into, converted into, or convey, sell, lease or license, exchange, transfer, assign, pledge transfer or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part substantially all of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of to, any kind whatsoeverBorrower, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any other Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiaryother Person; provided, provided that (x) in the case of such a mergertransaction involving any Borrower, such Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person, (y) in the case of such a transaction involving any Subsidiary Guarantor, either (A) a Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume all of the obligations of such Subsidiary Guarantor under this Agreement and the other Loan Documents to which such Subsidiary Guarantor is a part of pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent or (B) such transaction shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof) and (z) in the case of such a transaction involving a Subsidiary, either (A) a Subsidiary shall be the continuing or surviving Person or (B) such transaction shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof); (b) Dispositions (including of Capital Stock) among the Borrowers and their respective Subsidiaries (upon voluntary liquidation or otherwise); provided that any such Disposition by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of the consideration for such Disposition consists of Cash or Cash Equivalents or Designated Non-Recourse Subsidiary may be merged with or into Cash Consideration at the time of such Disposition (provided, that, any other Designated Non-Recourse Subsidiary Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (b) that is at that time outstanding, not in excess of the Project Holdco that is greater of $5,000,000 and 0.35% of Consolidated Total Assets of the direct or indirect parent Borrowers, determined at the time of such Non-Recourse SubsidiaryDisposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed ofas applicable, in one transaction each case, shall be deemed to be Cash) or a series of transactions, to any (ii) treated as an Investment and otherwise made in compliance with Section 6.06 (other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiarythan in reliance on clause (j) thereof); (ci) sales the liquidation or dissolution of any Subsidiary (other dispositions than Netsmart Technologies) or change in form of entity of any Borrower or any Subsidiary if the Borrowers determine in good faith that such liquidation, dissolution or change in form, as applicable, (x) is in the best interests of the Borrowers and (y) is not materially disadvantageous to the Lenders and, in the case of a liquidation or dissolution of any such Subsidiary either the Borrowers or a Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that do is not constitute Asset Salesa Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than Section 6.06(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) a Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c)) or (B) an Investment permitted under Section 6.06 (other than in reliance on clause (j) thereof); provided, further, in the case of a change in the form of entity of any Borrower or any Subsidiary that is a Loan Party, the security interests in the Collateral of such Loan Party shall remain in full force and effect and perfected to the same extent as prior to such change; (d) Asset Sales; provided (1x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager Dispositions of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out inventory or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property equipment in the ordinary course of business (including on an intercompany basis) and not interfering (y) the leasing or subleasing of real property in any respect with the ordinary conduct course of business; (e) (x) Dispositions of surplus, obsolete, used or materially detracting from worn out property or other property (including intellectual property) that, in the reasonable judgment of the Borrowers, is (A) no longer useful in its business (or in the business of Holdings any of their respective Subsidiaries) or (B) otherwise economically impracticable to maintain and (y) any Subsidiaryassets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrowers reasonably determines are surplus assets; (f) Dispositions of Cash Equivalents or other assets that were Cash Equivalents when the original Investment was made (in each case, for the fair market value thereof); (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person Dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.06 (other than the Subsidiaries of such Project Holdco Section 6.06(j)), Permitted Liens, Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04(b) and is not adverse to the Lenders in any material respectSale and Lease-back Transactions permitted by Section 6.08; (h) Dispositions for fair market value; provided that with respect to any such Disposition (in a single transaction or in a series of related transactions) with a purchase price in an aggregate amount in excess of the issuance greater of $2,500,000 and 2.5% of Consolidated Adjusted EBITDA of the Borrowers, as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or sale (c), as applicable, at least 75.0% of the consideration for such Disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities (I) that are contractually subordinated in right of payment or security to the Obligations or (II) that are owed to Holdings, the Borrowers or a Subsidiary) of the Borrowers or any applicable Subsidiary (as shown on such Person’s most recent balance sheet or in the notes thereto) that are assumed by Holdings the transferee of its Equity Interestsany such assets and for which the Borrowers and their respective Subsidiaries shall have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by the Borrowers or any Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of the greater of $5,000,000 and 0.35% of Consolidated Total Assets of the Borrowers, determined at the time of such Disposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), as applicable, in each case, shall be deemed to be Cash); provided, further, that (i) (A) on the date of the execution the agreement governing such Disposition, no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) shall then exist or would result therefrom and (B) immediately prior to and after giving effect to the consummation of such Disposition, no Event of Default shall then exist or would result therefrom and (ii) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii); (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l)extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; (j) Permitted Warrant TransactionsDispositions of Investments in joint ventures or any Subsidiary that is not a Wholly-Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in joint venture arrangements and similar binding arrangements; (k) Liens permitted by Section 6.2Dispositions, discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof; (l) Dispositions and/or terminations of leases, subleases, licenses or sublicenses, which (i) in the issuance good faith determination of the Borrower do not materially interfere with the business of the Borrowers and their respective Subsidiaries or (ii) relate to closed branches or manufacturing facilities or the discontinuation of any product or service line; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims (including in tort) in the ordinary course of business; (n) Dispositions of property subject to casualty, foreclosure, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (o) Disposition or consignment, license, sublicense, conveyance of equipment, inventory or other assets (including fee and leasehold interests in real property) with respect to facilities that are not in use, held for sale or closed; provided that the Net Proceeds of any such Disposition of fee owned Real Estate Assets shall be applied and/or reinvested as (and to the extent) required by Borrower Section 2.12(b)(iii); (p) Dispositions in connection with the Transactions that are contemplated by the Acquisition Agreement; (q) Dispositions 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, 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 Borrowers or any of its Subsidiaries of Equity Interests ratably to their respective equity holdersSubsidiaries or any of their respective businesses; provided that (i) the Net Proceeds received in connection with any such Dispositions shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii) and (ii) no Event of Default shall have occurred and be continuing on the date on which the definitive agreement governing the relevant Disposition is executed; (r) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as the exchange or swap is made for fair value (as reasonably determined by the Borrowers) for like property or assets; provided that (i) within 90 days of any such exchange or swap, in the case of any Loan Party and to the extent such property does not constitute an “Excluded Asset” (as defined in the Pledge and Security Agreement), the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection with any such transaction shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii); (s) [Reserved]; (i) Dispositions, licensing, sublicensing and cross-licensing arrangements involving any technology, intellectual property or IP Rights of the Borrowers or any Subsidiary in the ordinary course of business, and (ii) the Disposition, abandonment, cancellation or lapse of IP Rights, or any issuances or registrations, or applications for issuances or registrations, of any IP Rights, which, in the reasonable good faith determination of the Borrowers are not material to the business and operations of the Borrowers and/or their respective Subsidiaries; (u) terminations of Derivative Transactions; (v) Dispositions of Capital Stock of, or sale of Indebtedness or other Securities of, Unrestricted Subsidiaries; (w) [Reserved]; (x) any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; (y) Dispositions of assets in connection with the closing or sale of an office in the ordinary course of business of the Borrowers and their respective Subsidiaries, which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office; provided that as to each and all such sales and closings, (i) (x) on the date on which the agreement governing such Disposition is executed, no Event of Default shall then exist or result therefrom and (y) immediately prior to and after giving effect to the consummation of such Disposition, no Event of Default under Section 7.01(a), (f) or (g) shall then exist or result therefrom and (ii) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s-length transaction; (z) the sale of motor vehicles, aircraft and information technology equipment purchased at the end of an operating lease and resold thereafter; and (maa) transfers Dispositions of letters of credit and/or bank guarantees (directly or indirectly, by merger or otherwiseand/or the rights thereunder) to banks or other subsidiaries financial institutions in the ordinary course of Borrower business in exchange for Cash and/or Cash Equivalents. To the extent any Collateral is Disposed of SunE Solar Construction Holdings #2as expressly permitted by this Section 6.07 to any Person other than a Loan Party, LLCthe Liens on such Collateral created by the Loan Documents shall be automatically released in accordance with Section 8.10(a)(i)(y) and the applicable provisions of the Pledge and Security Agreement, SunE Solar Construction #2and the Administrative Agent shall be authorized to take, LLC and shall take, any actions deemed appropriate in order to effect the foregoing. For purposes of determining compliance at any time with this Section 6.07, the Borrowers, in their respective subsidiariessole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Fundamental Changes; Disposition of Assets. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, : (a) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose including by means of or encumber, in one transaction or a series “plan of transactions, all division” under the Delaware Limited Liability Company Act or any part of its Equity Interests in comparable transaction under any of its Subsidiaries similar law, except: (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: i) (ax) any Subsidiary of Borrower (other than that is a Non-Recourse Subsidiary) Loan Party may be merged with or into Borrower Company or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Company or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and (by) any Non-Recourse Subsidiary of Borrower that is not a Loan Party may be merged with or into Borrower or any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any other Non-Recourse Subsidiary Subsidiary; provided, that in each case of clauses (x) and (y), in the Project Holdco that is the direct or indirect parent case of such Non-Recourse Subsidiary; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets merger involving Borrower, Borrower shall be the continuing or surviving Person and in an amount at least equal to the fair market value thereof case of such merger not involving Borrower but involving a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving person; or (determined ii) in good faith by the manager connection with Permitted Acquisitions and other Permitted Investments; or (b) consummate any Asset Sale, in each case, in one transaction or a series of Holdingstransactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (2including, without limitation, any of Company’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except the following, provided, that, (A) no less than 75% thereof shall be paid in Cash and the case of clauses (3x) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse Asset Sales to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries Subsidiaries), (xi), (xiv), (xv) (xvii), (xviii), (xix), (xx) (other than in the case of Equity Interests ratably agreements or transactions between Loan Parties) and (xxii) which shall be on arms’ length and market terms and for fair market value and (B) any agreements or transactions existing on the Closing Date shall be deemed to their respective equity holders; andbe on arms’ length and market terms and for fair market value: (mi) transfers [reserved]: (directly or indirectly, by merger or otherwiseii) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.[reserved]; (

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrower shall not, nor and it shall it not permit any of its Subsidiaries other Loan Party to, enter into any transaction of merger merge or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidate, or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub‑lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) (x) (i) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) Guarantor may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, with the result that its assets (including licenses), if any, and ongoing business are distributed to the Borrower or any other Subsidiary Guarantor, (ii) all or any part of its any Subsidiary Guarantor’s business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Subsidiary Guarantor Subsidiaryor (iii) any Subsidiary Guarantor may be merged with or into the Borrower or any other Subsidiary Guarantor; provided, in the case of any such a mergermerger involving the Borrower, the Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person or (y) so long as no Default or Event of Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent and the Collateral Agent, (C) each Subsidiary Guarantor, unless it is the Successor Company, shall have confirmed that its Subsidiary Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Subsidiary Guarantor, unless it is the Successor Company, shall have, by a supplement to the Pledge and Security Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents, (E) the Equity Pledgor shall have confirmed that the Equity Pledge Agreement 123 shall apply to the Successor Company’s obligations under the Loan Documents, (F) the Equity Pledgor shall have, by a supplement to the Equity Pledge Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents, and (G) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel as to the enforceability of this Agreement, the Pledge and Security Agreement, the Subsidiary Guaranty, the Equity Pledge Agreement and the other Security Documents as so supplemented and the perfection of the Liens under the Security Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiaryconveyances, or be liquidatedsales, wound up or dissolvedleases, or all or any part of its businesssubleases, property or assets may be conveyedexchanges, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary; (c) sales transfers or other dispositions of assets that do not constitute Asset Sales; (dc) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non‑Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non‑Cash proceeds), when aggregated with the proceeds of all other Asset Sales made during the term of this Agreement, are less than $20,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdingsapplicable Loan Party), (2) no less than 75% thereof shall be paid in Cash and and/or Cash Equivalents, (3) in no event shall any such Asset Sale involve any Real Property (except as permitted pursuant to clauses (f) and (g) below) or materially and adversely affect the Loan Parties’ ability (x) if prior to the Completion Date, to develop, construct and operate the Project in accordance in all material respects with the Plans and Specifications and the Loan Documents and (y) if on or after the Casino Opening Date, to operate the Project as contemplated by the Loan Documents and (4) the Net Asset Sale Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) the sale of past-due receivables for purposes of collection; (e) disposals conveyances, sales, leases, subleases, exchanges, transfers or other dispositions of obsolete, worn out or surplus propertyequipment valued at not more than $500,000 in the aggregate in any Fiscal Year to employees of the Loan Parties in the ordinary course of business; (f) the lease▇▇▇ Lease Agreement and other space leases or subleases of portions of the Real Property owned or leased by the Loan Parties, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property entered into by the applicable Loan Party in the ordinary course of business and not interfering in any respect accordance with the ordinary conduct provisions of or materially detracting from the business of Holdings or any Subsidiary;Section 6.03(b); and (g) internal corporate reorganizations the dedication of Real Property or other sales, assignments or dispositions of Real Property (including pursuant to a lease or sublease and/or pursuant to amendment to the Subsidiaries Ground Lease, the Entertainment Village Lease or the Golf Course Lease to reduce the Real Property subject thereto) not to exceed 30 acres of any Project Holdco Real Property in the aggregate, so long as such dedications, sales, assignments and/or dispositions do not materially impair or interfere with, the operations (or intended use or operations) of the Project or the business operations of any such reorganization does Loan Party, do not involve any Person relate to Real Property upon which the principal improvements related to the Project are located and no gaming or casino operations (other than the Subsidiaries operation of arcades and games for minors) may be 124 conducted on any Real Property that is subject to such Project Holdco dedications, sales, assignments and/or dispositions; provided that in order to accomplish the foregoing the Loan Parties may record, or cause to be recorded, lot line adjustments and/or subdivide the Real Property so long as (i) in the case of any such subdivision, such real property is subdivided such that it will represent a separate municipal tax parcel independent of the remainder of the Real Property of the Loan Parties, (ii) such lot line adjustment or subdivision does not render the remainder of the Real Property (or any portion thereof), or the operations thereon, as non-conforming under applicable zoning and is land use ordinances, and does not adverse to otherwise result in the Lenders violation in any material respect; respect of any applicable variances, special exceptions, conditional use approvals, covenants, conditions, restrictions or any other Legal Requirements or approvals to which the remainder of the Real Property (hor any portion thereof) or the operations thereon or the Loan Parties are subject and (iii) the issuance Loan Parties have received all necessary governmental approvals with respect to such lot line adjustment or sale by Holdings subdivision, including from the Gaming Authorities; provided, further that with respect to any such dedications, sales, assignments and/or dispositions (A) the remaining Real Property and/or the Loan Parties have been given all easements and other rights-of-way across any Real Property so dedicated, sold, assigned or otherwise disposed of its Equity Interests; as necessary or, in the reasonable determination of the Borrower, desirable for the continued operations of the Project, including legal and physical access to public rights of way and with respect to utilities, ingress and egress and fire and safety access and (iB) any sale of Equity Interests pursuant the Collateral Agent shall have received affirmative endorsements to the CMP Option Agreement title insurance policies with respect to the remaining Real Property or such other evidence, in each case in form and substance reasonably satisfactory to the Administrative Agent, confirming that the Lien of the Mortgages and coverage of the title insurance policies with respect to the remaining Real Property have not been impaired by such dedication, sale, assignment or other disposition and/or lot line adjustment or subdivision, as the case may be (and, to the extent an amendment, modification or other supplement to any Lien permitted by Section 6.2(l); Mortgage is required with respect thereto, including for purposes of amending legal descriptions attached to any Mortgage, the Administrative Agent shall direct (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (lwithout the consent of the Lenders) the issuance Collateral Agent to make such amendments, modifications or sale by Borrower other supplements thereto (it being understood that any such amendments, modifications or any of its Subsidiaries of Equity Interests ratably other supplements must be in form and substance reasonably satisfactory to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesthe Administrative Agent)).

Fundamental Changes; Disposition of Assets. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, (x) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-restructure, reorganize or recapitalize, (y) wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or (z) convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) Company may be merged with or into Borrower Company or any Guarantor wholly-owned Subsidiary (and any non-wholly owned Subsidiary of Company may be merged with or into another non-wholly owned Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Company or any Guarantor Subsidiarywholly-owned Subsidiary (or to the extent such Subsidiary of Company is not wholly-owned, to any other non-wholly owned Subsidiary of Company); provided, in the case of such a mergermerger involving a Note Party, Borrower or such Guarantor Subsidiary, as applicable a Note Party shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of ; provided further that, in the Project Holdco that is the direct or indirect parent case of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part a disposition by a Note Party of its business, property or assets may be conveyedto a Subsidiary that is not a Note Party, soldsuch disposition shall reduce on a dollar-for-dollar basis, leasedand the aggregate amount of all such dispositions shall not exceed, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary the amount available under clause (v) of the Project Holdco that is the direct or indirect parent definition of such Non-Recourse SubsidiaryPermitted Intercompany Investment; (cb) sales or sales, transfers and other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings)inventory, (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsoleteused, worn out out, obsolete or surplus property; (f) , cash and Cash Equivalents in the lease, as lessor ordinary course of business and the cancellation or sublessor, or license (other than any longabandonment of non-term exclusive license), as licensor or sublicensor, of real or personal property or material Intellectual Property in the ordinary course of business and not interfering that is, in any respect with the ordinary reasonable judgment of Company, no longer economically practicable to maintain or useful in the conduct of or materially detracting from the business of Holdings Company and its Subsidiaries, taken as a whole; (c) the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any Subsidiarybulk sale or financing of receivables); (d) leases or subleases of property to other Persons in the ordinary course of business not materially interfering with the business of Company and its Subsidiaries taken as a whole; (e) Permitted Liens; (f) Permitted Investments; (g) internal corporate reorganizations dispositions of the Subsidiaries property as a result of a casualty event involving such property or any Project Holdco so long disposition of real property to a Governmental Authority as any such reorganization does not involve any Person other than the Subsidiaries a result of a condemnation of such Project Holdco and is not adverse to the Lenders in any material respectreal property; (h) the issuance or sale by Holdings termination of its Equity InterestsInterest Rate Agreements; (i) any sale dispositions of Equity Interests pursuant to lab equipment and related equipment located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as of the CMP Option Agreement and any Lien permitted by Section 6.2(l);Closing Date; and (j) Permitted Warrant Transactions;in connection with the SPAC Transaction; and (k) Liens permitted by Section 6.2; (lj) such other Dispositions in an aggregate amount not to exceed $500,000 during any Fiscal Year. Notwithstanding the issuance or sale by Borrower foregoing, nothing in this Agreement shall be deemed to permit Company or any of its Subsidiaries to sell, out-license rights, abandon or fail to maintain, or dispose of Equity Interests ratably any Intellectual Property, other than (i) Permitted Licenses or (ii) pursuant to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesSection 6.7(b).

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries (other than Non-Recourse Subsidiaries) to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse SubsidiaryPledged Holdco) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; providedprovided that, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable applicable, shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary[Reserved]; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), (2) no less than 75% thereof of such consideration shall be paid in Cash and (3) the Net immediately prior to any such Asset Sale Proceeds thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom; provided, further, that, for purposes of this clause (d), (i) any consideration in the form of Cash Equivalents that are disposed of for Cash within 30 Business Days after such Asset Sale shall be applied deemed to be Cash consideration in an amount equal to the amount of such Cash consideration, (ii) any liabilities (as required shown on the most recent balance sheet of Holdings and its Subsidiaries) of Holdings or any of its Subsidiaries, other than liabilities that are by Section 2.14(a)their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the such Asset Sale and for which Holdings and its Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be Cash consideration in an amount equal to the liabilities so assumed and (iii) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not in excess of the greater of (x) $50,000,000 and (y) 1.50% of Consolidated Total Assets as of the last day of the Fiscal Quarter most recently ended, at the time of the receipt of such Designated Non-Cash Consideration, 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 to be Cash consideration; (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respectHoldco; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l)[reserved]; (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2;; and (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Party shallGuarantor shall not, nor and shall it not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Guarantor or any of its Subsidiaries if any such alteration could reasonably be expected to have a Material Adverse Effect, or enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), [*] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased or licensed acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (aA) any Any Domestic Subsidiary of Borrower Guarantor (other than a Non-Recourse SubsidiaryLessee) may be merged with or into Borrower Guarantor or any Wholly-Owned Domestic Subsidiary (other than Lessee), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Guarantor or any Wholly-Owned Domestic Subsidiary (other than Lessee); provided, in the case of such a merger, Guarantor or such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person; and provided further that in the case of any such transaction involving Guarantor, the surviving Person (if not Guarantor) shall have agreed in writing to assume all of the obligations and liabilities of Guarantor under the SanDisk Tranche Operative Documents. (B) Any Foreign Subsidiary of Guarantor may be merged with or into Guarantor or any Wholly-Owned Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Guarantor or any Guarantor Wholly-Owned Foreign Subsidiary; provided, in the case of such a merger, Borrower Guarantor or such Guarantor Subsidiary, as applicable Wholly-Owned Foreign Subsidiary shall be the continuing or surviving Personcorporation; (bC) Sales or other dispositions of Investments permitted by Section 10(b)(iv) for not less than fair value; (D) Sales of inventory by Guarantor and its Subsidiaries in the ordinary course of their businesses; (E) Sales or other dispositions of surplus, damaged, worn or obsolete equipment or inventory for not less than fair market value or otherwise in the ordinary course of business; (F) Sales or assignments of defaulted receivables to a collection agency in the ordinary course of business; (G) Licenses to other Persons of intellectual property by Guarantor or any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary thereof in the ordinary course of business provided that, in each case, the terms of the Project Holdco that is transaction are terms which then would prevail in the direct market for similar transactions between unaffiliated parties dealing at arm's length; (H) Sales or indirect parent other dispositions of such Non-Recourse Subsidiary, assets and property by Guarantor to any of Guarantor's Subsidiaries (other than Lessee except in accordance with the Master Agreement Documents) or be liquidated, wound up or dissolved, or all by any of Guarantor's Subsidiaries (other than Lessee) to Guarantor or any part of its other Subsidiaries (other than Lessee except in accordance with the Master Agreement Documents), provided that the terms of any such sales or other dispositions by or to Guarantor are terms which are no less favorable to Guarantor than would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (I) Acquisitions of the business, property or fixed assets may be conveyedof any Person engaged in the semiconductor business or other related businesses in an aggregate amount not to exceed, together with any Investments made pursuant to Section 10(b)(iv)(E), at any time more than twenty-five percent (25%) of Guarantor's Tangible Net Worth as of the date of any such acquisition; (ii) acquisitions of all or substantially all of the business, property or fixed assets of any Person engaged in the semiconductor business or other related businesses, so long as such acquisition is made with the proceeds received by Guarantor from a substantially concurrent issue of new shares of its capital stock, and (iii) transactions otherwise permitted under Section 10(b)(iv); (J) Sales of accounts receivable of Guarantor and its Subsidiaries (other than Lessee), provided that (A) each such sale is (1) for not less than fair market value and (2) for cash, and (B) the aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not exceed ten percent (10%) of the consolidated total accounts receivable of Guarantor and its Subsidiaries on the last day immediately preceding such four quarter period; (K) Other sales, leases, transfers and disposal of assets and property (other than sales by Lessee) for not less than fair market value, provided that the aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of, of in one transaction or a series of transactions, to any other Non-Recourse Subsidiary consecutive four quarter period does not exceed ten percent (10%) of the Project Holdco that is Consolidated Assets of Guarantor and its Subsidiaries on the direct or indirect parent of last day immediately preceding such Non-Recourse Subsidiary;four quarter period. (cL) sales Guarantor or any Subsidiary may merge with or into any Person (other dispositions of assets that do not constitute Asset Sales; (dthan Lessee) Asset Sales; provided so long as (1) Guarantor is the consideration received for survivor of any such assets shall be in an amount at least equal transaction to which Guarantor is a party, or such Subsidiary or Guarantor is the fair market value thereof (determined in good faith by survivor of any such transaction to which such Subsidiary is a party, as the manager of Holdings)case may be, and (2) no less than 75% thereof shall be paid in Cash and (3) at the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries time of such Project Holdco transaction and is not adverse to the Lenders in any material respect; after giving effect thereto, no Guarantee Default or Guarantee Event of Default (hincluding without limitation a Change of Control) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement shall have occurred and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesbe continuing.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrower shall not, nor and it shall it not permit any of its Subsidiaries other Loan Party to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumber(any of the foregoing, a “Disposition”), in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiaryi) may be merged with or into Borrower or any Guarantor Subsidiary, or may be liquidated, wound up or dissolved, with the result that its assets (including, without limitation, licenses), if any, and ongoing business are distributed to any other Guarantor or the Borrower, (ii) all or any part of its any Guarantor’s business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed Disposed of, in one transaction or a series of transactions, to any other Non-Recourse Guarantor or the Borrower or (iii) any Guarantor may be merged with or into any other Guarantor or the Borrower (so long as, in the case of any merger involving the Borrower, the Borrower shall be the surviving entity); (b) any Subsidiary of the Project Holdco that Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up is the direct not disadvantageous to any Agent or indirect parent of such Non-Recourse SubsidiaryLender in any material respect; (c) sales any Subsidiary may merge or consolidate with or into the Borrower or other dispositions Loan Party, as long as the Borrower or the other Loan Party is the surviving person in such merger or consolidation; (d) sales, leases or other Dispositions of assets that do not constitute Asset Sales; (de) Asset SalesSales (excluding any sale, lease, sale and leaseback, conveyance, transfer, issuance or other Disposition of the Gaming Site), the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds), (i) when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $2,500,000 and (ii) when aggregated with the proceeds of all other Asset Sales made during the term of this Agreement, are less than $5,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager board of Holdingsdirectors or managing member(s) of the applicable Loan Party (or similar governing body), (2) no less than 75% thereof shall be paid in Cash and Cash, (3) in no event shall any such Asset Sale materially and adversely affect the Loan Parties’ ability to develop, construct and operate the Project in accordance with the Plans and Specifications and as contemplated by the Loan Documents and (4) the Net Asset Sale Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (e) disposals of obsolete, worn out or surplus property; (f) the lease, sale of past-due receivables for purposes of collection; (g) any space leases or subleases of any Real Property as lessor or sublessor, or license sublessor which (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property i) is entered into in the ordinary course of business for the purposes of provision of services to patrons or anticipated patrons of the Project, (ii) in the Borrower’s good faith judgment, is reasonably expected to enhance or enable the operation of the Project (including, without limitation, leases of cell towers, utilities, retail stores and restaurants), (iii) has no gaming, hotel or casino operations (other than the operation of arcades and games for minors) conducted on any space that is subject to such lease or sublease other than by and for the benefit of the Loan Parties and (iv) does not interfering in provide that a Loan Party subordinate its fee or leasehold interest to any respect with the ordinary conduct of or materially detracting from the business of Holdings lessee or any Subsidiaryparty financing any lessee; (gh) internal corporate reorganizations sales or other Dispositions of equipment or personal property in connection with the Subsidiaries replacement of such equipment or personal property within ninety (90) days of such sale or disposition; (i) any Project Holdco Disposition of property in connection with a Recovery Event; (j) the dedication or other Disposition of de minimus Real Property, so long as such dedications and/or dispositions are in furtherance of, and do not materially impair or interfere with, the operations of the Project or the business operations of any such reorganization does not involve any Person other than Loan Party or otherwise adversely affect the Subsidiaries value of such Project Holdco and is not adverse to the Lenders Collateral in any material respect; (hk) any Disposition of property by any Subsidiary of the issuance Borrower to the Borrower or sale by Holdings any of its Equity Interests; (i) any sale Subsidiaries; provided that if the transferor of Equity Interests pursuant to such property is a Loan Party, the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2transferee thereof must be a Loan Party; (l) the issuance abandonment or sale by Borrower other Disposition of Intellectual Property that is, in the reasonable good faith judgment of the Borrower, no longer economically practicable to maintain or any useful in the conduct of its Subsidiaries business; (m) any conveyance, sale, transfer or other Disposition of Equity Interests ratably to their respective equity holdersCash and/or Cash Equivalents; (n) voluntary termination of Hedging Agreements and other assets or contracts in the ordinary course of business; and (mo) transfers any conveyance, sale, transfer or other Disposition of Real Property (directly or indirectly, by merger or otherwiseother than the Gaming Site) to any Governmental Authority (other subsidiaries than any tribal nation or Governmental Component of Borrower any tribal nation) in connection with (i) the construction, development and/or operation of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and the Project or (ii) any of their respective subsidiariesfee-to-trust application with respect to such Real Property.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers shall not, nor shall it they permit any of its their respective Subsidiaries to, enter into any transaction of merger merger, consolidation or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or make any Disposition having a fair market value in excess of $1,200,000, in a single transaction or in a related series of transactions, except: (a) (i) any Borrower may be merged, consolidated or amalgamated with or into any other Person (including another Borrower), convey, sell, transfer or otherwise dispose of all or substantially all of its business, assets or property to another Person (including another Borrower), or be converted into another Person; provided that a Borrower shall be the surviving Person and (ii) any Subsidiary may be merged or consolidated or amalgamated with or into, converted into, or convey, sell, lease or license, exchange, transfer, assign, pledge transfer or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part substantially all of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of to, any kind whatsoeverBorrower, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any other Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiaryother Person; provided, provided that (x) in the case of such a mergertransaction involving any Borrower, such Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person, (y) in the case of such a transaction involving any Subsidiary Guarantor, either (A) a Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume all of the obligations of such Subsidiary Guarantor under this Agreement and the other Loan Documents to which such Subsidiary Guarantor is a part of pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent or (B) such transaction shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof) and (z) in the case of such a transaction involving a Subsidiary, either (A) a Subsidiary shall be the continuing or surviving Person or (B) such transaction shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof); (b) Dispositions (including of Capital Stock) among the Borrowers and their respective Subsidiaries (upon voluntary liquidation or otherwise); provided that any such Disposition by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of the consideration for such Disposition consists of Cash or Cash Equivalents or Designated Non-Recourse Subsidiary may be merged with or into Cash Consideration at the time of such Disposition (provided, that, any other Designated Non-Recourse Subsidiary Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (b) that is at that time outstanding, not in excess of the Project Holdco that is greater of $6,000,000 and 0.42% of Consolidated Total Assets of the direct or indirect parent Borrowers, determined at the time of such Non-Recourse SubsidiaryDisposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed ofas applicable, in one transaction each case, shall be deemed to be Cash) or a series of transactions, to any (ii) treated as an Investment and otherwise made in compliance with Section 6.06 (other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiarythan in reliance on clause (j) thereof); (ci) sales the liquidation or dissolution of any Subsidiary (other dispositions than Netsmart Technologies) or change in form of entity of any Borrower or any Subsidiary if the Borrowers determine in good faith that such liquidation, dissolution or change in form, as applicable, (x) is in the best interests of the Borrowers and (y) is not materially disadvantageous to the Lenders and, in the case of a liquidation or dissolution of any such Subsidiary either the Borrowers or a Subsidiary receives any assets of such dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that do is not constitute Asset Salesa Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than Section 6.06(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) a Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c)) or (B) an Investment permitted under Section 6.06 (other than in reliance on clause (j) thereof); provided, further, in the case of a change in the form of entity of any Borrower or any Subsidiary that is a Loan Party, the security interests in the Collateral of such Loan Party shall remain in full force and effect and perfected to the same extent as prior to such change; (d) Asset Sales; provided (1x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager Dispositions of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsolete, worn out inventory or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property equipment in the ordinary course of business (including on an intercompany basis) and not interfering (y) the leasing or subleasing of real property in any respect with the ordinary conduct course of business; (e) (x) Dispositions of surplus, obsolete, used or materially detracting from worn out property or other property (including intellectual property) that, in the reasonable judgment of the Borrowers, is (A) no longer useful in its business (or in the business of Holdings any of their respective Subsidiaries) or (B) otherwise economically impracticable to maintain and (y) any Subsidiaryassets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrowers reasonably determines are surplus assets; (f) Dispositions of Cash Equivalents or other assets that were Cash Equivalents when the original Investment was made (in each case, for the fair market value thereof); (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person Dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.06 (other than the Subsidiaries of such Project Holdco Section 6.06(j)), Permitted Liens, Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04(b) and is not adverse to the Lenders in any material respectSale and Lease-back Transactions permitted by Section 6.08; (h) Dispositions for fair market value; provided that with respect to any such Disposition (in a single transaction or in a series of related transactions) with a purchase price in an aggregate amount in excess of the issuance greater of $3,000,000 and 3.0% of Consolidated Adjusted EBITDA of the Borrowers, as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or sale (c), as applicable, at least 75.0% of the consideration for such Disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities (I) that are contractually subordinated in right of payment or security to the Obligations or (II) that are owed to Holdings, the Borrowers or a Subsidiary) of the Borrowers or any applicable Subsidiary (as shown on such Person’s most recent balance sheet or in the notes thereto) that are assumed by Holdings the transferee of its Equity Interestsany such assets and for which the Borrowers and their respective Subsidiaries shall have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by the Borrowers or any Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of the greater of $6,000,000 and 0.42% of Consolidated Total Assets of the Borrowers, determined at the time of such Disposition (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(b) or (c), as applicable, in each case, shall be deemed to be Cash); provided, further, that (i) (A) on the date of the execution the agreement governing such Disposition, no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) shall then exist or would result therefrom and (B) immediately prior to and after giving effect to the consummation of such Disposition, no Event of Default shall then exist or would result therefrom and (ii) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii); (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l)extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; (j) Permitted Warrant TransactionsDispositions of Investments in joint ventures or any Subsidiary that is not a Wholly-Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in joint venture arrangements and similar binding arrangements; (k) Liens permitted by Section 6.2Dispositions, discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof; (l) Dispositions and/or terminations of leases, subleases, licenses or sublicenses, which (i) in the issuance good faith determination of the Borrower do not materially interfere with the business of the Borrowers and their respective Subsidiaries or (ii) relate to closed branches or manufacturing facilities or the discontinuation of any product or service line; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims (including in tort) in the ordinary course of business; (n) Dispositions of property subject to casualty, foreclosure, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (o) Disposition or consignment, license, sublicense, conveyance of equipment, inventory or other assets (including fee and leasehold interests in real property) with respect to facilities that are not in use, held for sale or closed; provided that the Net Proceeds of any such Disposition of fee owned Real Estate Assets shall be applied and/or reinvested as (and to the extent) required by Borrower Section 2.12(b)(iii); (p) Dispositions in connection with the Transactions that are contemplated by the Acquisition Agreement; (q) Dispositions 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, 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 Borrowers or any of its Subsidiaries of Equity Interests ratably to their respective equity holdersSubsidiaries or any of their respective businesses; provided that (i) the Net Proceeds received in connection with any such Dispositions shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii) and (ii) no Event of Default shall have occurred and be continuing on the date on which the definitive agreement governing the relevant Disposition is executed; (r) exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as the exchange or swap is made for fair value (as reasonably determined by the Borrowers) for like property or assets; provided that (i) within 90 days of any such exchange or swap, in the case of any Loan Party and to the extent such property does not constitute an “Excluded Asset” (as defined in the Pledge and Security Agreement), the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection with any such transaction shall be applied and/or reinvested as (and to the extent) required by Section 2.12(b)(iii); (s) [Reserved]; (i) Dispositions, licensing, sublicensing and cross-licensing arrangements involving any technology, intellectual property or IP Rights of the Borrowers or any Subsidiary in the ordinary course of business, and (ii) the Disposition, abandonment, cancellation or lapse of IP Rights, or any issuances or registrations, or applications for issuances or registrations, of any IP Rights, which, in the reasonable good faith determination of the Borrowers are not material to the business and operations of the Borrowers and/or their respective Subsidiaries; (u) terminations of Derivative Transactions; (v) Dispositions of Capital Stock of, or sale of Indebtedness or other Securities of, Unrestricted Subsidiaries; (w) [Reserved]; (x) any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize (i) any Domestic Subsidiary in another jurisdiction in the U.S. or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction; (y) Dispositions of assets in connection with the closing or sale of an office in the ordinary course of business of the Borrowers and their respective Subsidiaries, which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office; provided that as to each and all such sales and closings, (i) (x) on the date on which the agreement governing such Disposition is executed, no Event of Default shall then exist or result therefrom and (y) immediately prior to and after giving effect to the consummation of such Disposition, no Event of Default under Section 7.01(a), (f) or (g) shall then exist or result therefrom and (ii) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s-length transaction; (z) the sale of motor vehicles, aircraft and information technology equipment purchased at the end of an operating lease and resold thereafter; and (maa) transfers Dispositions of letters of credit and/or bank guarantees (directly or indirectly, by merger or otherwiseand/or the rights thereunder) to banks or other subsidiaries financial institutions in the ordinary course of Borrower business in exchange for Cash and/or Cash Equivalents. To the extent any Collateral is Disposed of SunE Solar Construction Holdings #2as expressly permitted by this Section 6.07 to any Person other than a Loan Party, LLCthe Liens on such Collateral created by the Loan Documents shall be automatically released in accordance with Section 8.10(a)(i)(y) and the applicable provisions of the Pledge and Security Agreement, SunE Solar Construction #2and the Administrative Agent shall be authorized to take, LLC and shall take, any actions deemed appropriate in order to effect the foregoing. For purposes of determining compliance at any time with this Section 6.07, the Borrowers, in their respective subsidiariessole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) in accordance with Section 1.03.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be (1) in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), ) and (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)Cash; (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property intellectual property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as as, with respect to any Subsidiary of a Project Holdco, any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to transactions contemplated by the CMP Option Agreement and any Lien permitted by Section 6.2(l)Post-IPO Reorganization; (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2;; and (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, (x) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-restructure, reorganize or recapitalize, (y) wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or (z) Dispose, convey, sell, lease or licensesub lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed exceptin each case, involving assets with a fair market value in excess of $5,000,000 in the aggregate, except that this Section 6.7 shall not prohibit the following: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) Company may be merged with or into Borrower Company or any Guarantor wholly-owned Subsidiary (and any non-wholly owned Subsidiary of Company may be merged with or into another non-wholly owned Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed Disposed of, in one transaction or a series of transactions, to Borrower Company or any Guarantor Subsidiarywholly-owned Subsidiary (or to the extent such Subsidiary of Company is not wholly-owned, to any other non-wholly owned Subsidiary of Company); provided, in the case of such a mergermerger involving a Note Party, Borrower or such Guarantor Subsidiary, as applicable a Note Party shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of ; provided further that, in the Project Holdco that is the direct or indirect parent case of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part a disposition by a Note Party of its business, property or assets may be conveyedto a Subsidiary that is not a Note Party, soldsuch Disposition shall reduce on a dollar-for-dollar basis, leasedand the aggregate amount of all such dispositions shall not exceed, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary the amount available under clause (v) of the Project Holdco that is the direct or indirect parent definition of such Non-Recourse SubsidiaryPermitted Intercompany Investment; (cb) sales sales, transfers and other Dispositions of inventory or equipment or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be in including on an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdingsintercompany basis), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (e) disposals of obsoleteused, worn out out, obsolete or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property Cash and Cash Equivalents in the ordinary course of business and not interfering the cancellation or abandonment of intellectual property in any respect with the ordinary course of business that is, in the reasonable judgment of Company, no longer economically practicable to maintain or useful in the conduct of or materially detracting from the business of Holdings or any SubsidiaryCompany and its Subsidiaries, taken as a whole; (gc) internal corporate reorganizations the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the Subsidiaries ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries bulk sale or financing of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(lreceivables); (jd) Permitted Warrant Transactionsleases, licenses or subleases or sublicenses of property to other Persons in the ordinary course of business not materially interfering with the business of Company and its Subsidiaries taken as a whole; (ke) Liens permitted Dispositions or abandonment of Intellectual Property of the Company and its Subsidiaries determined in good faith by Section 6.2the management of the Issuer to be no longer economically practicable to maintain or useful or necessary in the operation of the business of the Company or any of the Subsidiaries; (lf) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.Permitted Liens;

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumberDispose of, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Guarantor Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Guarantor Subsidiary may be merged with or into any other Non-Recourse Guarantor Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Guarantor Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Guarantor Subsidiary; (c) sales the sale of inventory (including energy and renewable energy credits, climate change levy exemption certificates, embedded benefits and other environmental attributes) sold, leased or other dispositions licensed out in the ordinary course of assets that do not constitute Asset Salesbusiness; (d) Asset Salesthe sale by the Partnership or any Subsidiary of property that is no longer useful or necessary to the conduct of the business of the Partnership or any Subsidiary in the ordinary course of business (excluding sales of one or more Non-Guarantor Subsidiaries); (e) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; (f) the granting of Liens permitted by Section 6.2; (g) sale and leaseback transactions by Non-Guarantor Subsidiaries permitted by Section 6.9 and dispositions by Non-Guarantor Subsidiaries to tax equity investors in connection with Tax Equity Financings permitted pursuant to Section 6.1(b); (h) Dispositions to, or any exchanges of property with, any Person for aggregate consideration of less than $10,000,000 with respect to any transaction or series of related transactions and less than $20,000,000 in the aggregate in any Fiscal Year (excluding sales of one or more Major Initial Projects or any Non-Guarantor Subsidiaries that own, directly or indirectly, Major Initial Projects); (i) other Dispositions; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdingsthe Partnership), (2) no less than 75% thereof shall be paid in Cash and Cash, (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); provided that in the case of any Disposition of one or more Major Initial Projects or any Non-Guarantor Subsidiaries that own, directly or indirectly, Major Initial Projects, such Net Asset Sale Proceeds shall be applied to prepayment as set forth in Section 2.14(b) and shall not be used for reinvestment; and (4) immediately prior to any such Disposition, and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) Borrower shall be in compliance on a pro forma basis with each of the financial covenants set forth in Section 6.7; (ej) disposals of obsolete, worn out or surplus property; (fk) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings the Partnership or any Subsidiary; (gl) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person (including for the avoidance of doubt, any Credit Party) other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (hm) the issuance or sale by Holdings the Partnership of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (ln) the issuance or sale by Borrower of Equity Interests to the Partnership or any of Owner, or any issuance or sale by Borrower or its Subsidiaries of Equity Interests ratably to their respective equity holders; (o) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; and (mp) transfers Dispositions to the Borrower or any Guarantor; and (directly q) Dispositions of an Initial Project or indirectlyan Acceptable Project that is subject to Section 2.2 of the Omnibus Agreement or similar agreement in accordance with this Agreement, by merger or otherwiseto a Sponsor upon payment in full of Capacity Buy-Down Damages pursuant to Section 2.2(d) of the Omnibus Agreement (and application of such proceeds in accordance with Section 2.13(d)) where the Sponsor has elected to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesrepurchase such project in accordance with the Omnibus Agreement.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), ) and (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)Cash; (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as as, with respect to any Subsidiary of a Closing Date Project Holdco, any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, : (a) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose including by means of or encumber, in one transaction or a series “plan of transactions, all division” under the Delaware Limited Liability Company Act or any part of its Equity Interests in comparable transaction under any of its Subsidiaries (other than to qualify directors if required by applicable similar law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (ai) (x) any Subsidiary of the Borrower (other than that is a Non-Recourse Subsidiary) Loan Party may be merged with or into the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Guarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and (by) any Non-Recourse Subsidiary Loan Party may be merged with or into the Borrower or any other Non-Recourse Subsidiary of the Project Holdco that is the direct (other than a [***] Subsidiary or indirect parent of such Non-Recourse [***] Subsidiary), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Non-Recourse Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); provided, that in each case of clauses (x) and (y), in the Project Holdco that is the direct or indirect parent case of such Non-Recourse merger involving the Borrower, the Borrower shall be the continuing or surviving Person and in the case of such merger not involving the Borrower but involving a Guarantor Subsidiary, such Guarantor Subsidiary shall be the continuing or surviving person; (cii) sales Permitted Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower determine in good faith that such action is in the best interests of the Borrower and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party (other dispositions than a [***] Subsidiary or [***] Subsidiary) or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in one transaction or a series of transactions, of all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property Rights related thereto), any Product Agreement (including, without limitation, any Loan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except for (and in each case pursuant to arms’ length transactions on market terms and for fair market value (in each case, as reasonably determined by the Borrower or the applicable Subsidiary); provided that do not constitute any such Asset SalesSales with any Affiliate of the Borrower shall be subject to Section 6.12): (i) Permitted Royalty Monetization Transactions; (dii) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)Permitted Product Agreement Transactions; (eiii) disposals to the extent constituting Asset Sales, (x) Permitted Acquisitions and other Permitted Investments, (y) Permitted Liens (other than pursuant to clause (r) of obsolete, worn out or surplus propertythe definition thereof) and (z) Restricted Junior Payments permitted under Section 6.5 (other than Section 6.5(e)); - 109 - | (iv) Asset Sales of any Priority Review Voucher; (fv) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, Asset Sales of real or personal property or Intellectual Property inventory and immaterial assets in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiarybusiness; (gvi) internal corporate reorganizations Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the Subsidiaries ordinary course of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respectbusiness; (hvii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the issuance or sale by Holdings ordinary course of its Equity Interestsbusiness; (iviii) any sale of Equity Interests pursuant Asset Sales to the CMP Option Agreement and Borrower or any Lien permitted by Section 6.2(lGuarantor Subsidiary (other than a [***] Subsidiary or [***] Subsidiary); (jix) Permitted Warrant TransactionsAsset Sales by any Non-Loan Party; (kx) Liens permitted by Section 6.2[***]; (lxi) Asset Sales of marketing rights outside of the United States among the Borrower and its Subsidiaries; (xii) Asset Sales of Real Property, including in connection with any sale-leaseback transaction; (xiii) the issuance disposition, unwinding or sale by Borrower other termination of any Interest Rate Agreement, any Currency Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (xiv) Asset Sales of its Subsidiaries capital assets to the extent that (x) such property is exchanged for credit against the purchase price of Equity Interests ratably similar replacement property or (y) the proceeds of such Asset Sale are promptly applied to their respective equity holdersthe purchase price of such replacement property; (xv) [***]; (xvi) [***]; (xvii) [***]; (xviii) [***]; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, : (a) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose including by means of or encumber, in one transaction or a series “plan of transactions, all division” under the Delaware Limited Liability Company Act or any part of its Equity Interests in comparable transaction under any of its Subsidiaries (other than to qualify directors if required by applicable similar law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (ai) (x) any Subsidiary of Borrower (other than that is a Non-Recourse Subsidiary) Loan Party may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and (by) any Non-Recourse Subsidiary of Borrower that is an Excluded Subsidiary may be merged with or into Borrower or any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Non-Recourse Subsidiary; provided, that in each case of clauses (x) and (y), in the case of such merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such merger not involving Borrower but involving a Guarantor Subsidiary, a Guarantor Subsidiary shall be the continuing or surviving person; or (ii) in connection with Permitted Acquisitions and other Permitted Investments; or (b) enter into or consumate any Asset Sale, in one transaction or a series of transactions, of all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property rights related thereto), any Product Agreement (including, without limitation, any of Borrower’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except, in each case, pursuant to arms’ length transactions on market terms and for fair market value: (i) Permitted Product Transactions; (ii) [reserved]; (iii) Permitted Acquisitions and other Permitted Investments; (iv) the Project Holdco disposition, unwinding or other termination of any Hedging Agreement or any Permitted Equity Derivative or the entry into any Permitted Equity Derivatives; (v) Asset Sales of inventory in the ordinary course of business; (vi) Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary course of business; (vii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (viii) Asset Sales to a Loan Party; (ix) Asset Sales by any Subsidiary that is the direct or indirect parent of such Non-Recourse an Excluded Subsidiary; (cx) sales or other dispositions Asset Sales consisting of assets that do not constitute Asset SalesPermitted Liens and permitted Restricted Junior Payments; (dxi) Asset Sales; provided Sales of accounts receivable in connection with the collection or compromise thereof and Asset Sales of Cash Equivalents for cash or other Cash Equivalents; (1xii) other Asset Sales (other than any disposition of Material Contracts, Product (Core), Product (Core) Intellectual Property Rights, Registration with respect to any Product (Core), accounts receivables or inventory in respect of any Product (Core) or any other assets necessary or material to the research, development, use or Commercialization of any Product (Core)) so long as at least 75.0% of the consideration received for such assets paid in connection therewith shall be cash or Cash Equivalents paid substantially concurrently with consummation of the transaction and shall be in an amount at least equal to not less than the fair market value thereof of the property disposed of; provided that for the purposes of this clause (determined in good faith xii), the following shall be deemed to be cash (x) any securities received by the manager Loan Parties or any Subsidiary from such transferee that are converted by such Person into cash or Cash Equivalents upon the closing of Holdings)the applicable disposition, (2y) no less than 75% thereof shall be paid in Cash any purchase price adjustment, milestone payment, royalty, earnout, contingent payment, back-end or other deferred payment of a similar nature, and (3z) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)any designated non-cash consideration received in respect of such disposition having an aggregate fair market value, taken together with all other designated non-cash consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed $[***]; (exiii) disposals Asset Sales of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering Capital Stock in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse Joint Venture to the Lenders other holders of Capital Stock in any material respect; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holderssuch Joint Venture for fair market value; and (mxiv) transfers other Asset Sales in an aggregate amount not to exceed $[***]. Notwithstanding anything to the contrary contained herein, (directly i) no assignment, transfer, contribution, license, sublicense or indirectlyother disposition of any Product (Core), Product (Core) Intellectual Property Rights or Registration with respect to any Product (Core) is permitted hereunder except as specifically permitted under this Agreement and (ii) during a Restricted Period, no Asset Sale otherwise permitted by merger the forgoing clauses (i), (iii), (x), (xi), (xii), (xiii) or otherwise(xiv) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesshall be permitted.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed licensed, except: (a) (i) any Restricted Subsidiary of Borrower Parent (other than a Non-Recourse SubsidiaryBorrower) may be merged with or into any Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse SubsidiaryGuarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Borrower or any Subsidiary Guarantor; provided, such Borrower, or such Subsidiary Guarantor, as applicable, shall be the continuing or surviving Person, or the transferee of the relevant business, property or assets, as the case may be and, (ii) any Non-Recourse U.S. Subsidiary of Parent (other than the Project Holdco Euro Borrower or a Euro Guarantor) may be merged with or into any wholly owned Non-U.S. Subsidiary of Parent, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any wholly owned Non-U.S. Subsidiary of Parent; provided, a wholly owned Non-U.S. Subsidiary of Parent shall be the continuing, surviving or succeeding Person, or the transferee of the relevant business, property or assets, as the case may be; and (iii) any Restricted Subsidiary of Parent that is the direct not a Credit Party may be merged with or indirect parent into any Restricted Subsidiary of such Non-Recourse Subsidiary;Parent that is not a Credit Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any Restricted Subsidiary of Parent that is not a Credit Party; provided, a wholly owned Restricted Subsidiary of Parent (cb) sales or other dispositions of assets that do not constitute Asset Sales; (dc) Asset Sales; provided that (1i) the consideration received for such assets (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sales) under this clause (c) shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager board of Holdingsdirectors of Parent (or similar governing body)), (2ii) no less than 75% thereof shall be paid in Cash and or Cash Equivalents, (3iii) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a2.11(a), and (iv) no Event of Default shall have occurred and be continuing at the time of such Asset Sale; provided, further, that the provisions of clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Borrower Representative) of less than $25,000,000; provided, further, that for purposes of (ii), each of the following shall be deemed to be Cash: (A) the amount of any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (B) any notes or other obligations or other securities or assets received by Parent or such Restricted Subsidiary from the transferee that are converted by Parent or such Restricted Subsidiary into cash within 180 days after receipt thereof (to the extent of the Cash received) and (C) any Designated Non-Cash Consideration received by Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Borrower Representative), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C), not to exceed the greater of $75,000,000.00 or 2.50% of Consolidated Total Assets, as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a) or (b), as applicable in the aggregate for all such designations during the term this Agreement (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); (d) disposals of used, obsolete, damaged, worn out or surplus equipment or property, including any property that is no longer useful in the conduct of the business or otherwise economically impracticable to maintain, whether now owned or hereafter acquired, in the ordinary course of business (other than Intellectual Property); (e) disposals of obsoleteall or substantially all of the assets of any Restricted Subsidiary to the a Borrower or another Restricted Subsidiary, worn out or surplus property;provided that if the transferor is a GuarantorCredit Party, the transferee must also be a GuarantorCredit Party. (f) to the extent constituting an Asset Sale and/or a “Fundamental Change”, Indebtedness incurred in accordance with Section 6.1, Liens granted in accordance with Section 6.2, Restricted Junior Payments made in accordance with Section 6.4 and Investments made in accordance with Section 6.6; (g) leases or licenses (including sublicenses and covenants not to ▇▇▇) of Intellectual Property, in the ordinary course of business; (h) the settlement or write-off of accounts receivable or sale of overdue accounts receivable (including any discount or forgiveness thereof) for collection in the ordinary course of business; (i) the disposition of Cash or Cash Equivalents in the ordinary course of business; (j) the termination of a lease due to the default of the landlord thereunder or pursuant to any right of termination of the tenant under the lease; (k) to the extent the BorrowerParent or any of its Restricted Subsidiaries determines in its reasonable business judgment is desirable in the conduct of its business, as lessor dispositions of Intellectual Property, including discontinuing the use or sublessormaintenance of, failing to pursue, or license otherwise abandoning, allowing to lapse, terminating or putting into the public domain, any Intellectual Property; (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property l) dispositions in the ordinary course of business and consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower Representative, are not interfering in any respect with material to the ordinary conduct of or materially detracting from the business of Holdings or any SubsidiaryBorrowerParent and its Restricted Subsidiaries, taken as a whole; (gm) internal corporate reorganizations dispositions of the Investments in joint ventures or any Restricted Subsidiaries of any Project Holdco so long as any such reorganization does that are not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse wholly owned to the Lenders extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in any material respectthe relevant joint venture arrangements and/or similar binding arrangements; (hn) transfers of condemned property as a result of the issuance exercise of “eminent domain” or sale other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by Holdings deed in lieu of its Equity Interestscondemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (io) any sale the disposition of Equity Interests pursuant to one or more plants located in the CMP Option Agreement and any Lien permitted by Section 6.2(l)United Kingdom with a fair market value of approximately $10,000,000; (jp) Permitted Warrant Transactions; (k) Liens permitted by any disposition made in accordance with Section 6.2; (l) 6.16 of the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holdersStock Purchase Agreement; and (mq) transfers a sale or other disposition of Accounts in connection with a Supplier Financing Transaction so long as at the time of such sale or other disposition, no Default or Event of Default exists or would result therefrom after giving pro forma effect to such sale or disposition. Notwithstanding the foregoing, the following transactions shall be permitted: (directly i) the liquidation or indirectlydissolution of any Restricted Subsidiary (other than any Borrower) if the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of Borrowerthe Borrowers, is not materially disadvantageous to the Lenders and BorrowerParent or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Subsidiary and (ii) any merger, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Asset Sale otherwise permitted under this Section 6.7 or (B) any Investment permitted under Section 6.6. Notwithstanding the foregoing, neither Parent nor the U.S. Borrower will sell, transfer, lease or otherwise dispose of, or permit the sale, transfer, lease or other disposition of (in one transaction or in a series of transactions, including by merger of a Subsidiary), all or otherwisesubstantially all the assets (including Equity Interests in Subsidiaries) to of Parent and its Subsidiaries or the U.S. Borrower and its Restricted Subsidiaries considered on a consolidated basis, whether now owned or hereafter acquired, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person (other subsidiaries of than Parent or the U.S. Borrower) may (a) merge into Parent in a transaction in which Parent is the surviving corporation or (b) merge into the U.S. Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesin a transaction in which the U.S. Borrower is the surviving corporation.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed licensed, except: (a) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) may be merged with or into Borrower or any Guarantor Subsidiary, Subsidiary or be liquidated, wound up or dissolved, or all or any part of its business, property property; or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; , provided, (i) in the case of such a mergermerger with (A) the Borrower, the Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person, (B) any Subsidiary that is not a Guarantor Subsidiary with or into a Subsidiary that is a Guarantor Subsidiary, the Guarantor Subsidiary shall be the continuing or surviving Person; and (ii) in the case of a liquidation, winding up or dissolution or conveyance, sale, lease, transfer or other disposition of all or part of a Guarantor Subsidiary’s business property or assets, (A) if the transferor in such transaction is the Borrower or a Guarantor Subsidiary, then (A) the transferee must either be the Borrower or a Guarantor Subsidiary or (B) to the extent constituting an Investment, such Investment in a Subsidiary which is not a Credit Party is permitted in accordance with Section 6.6(b); (b) any Non-Recourse Subsidiary may be merged with or into change its legal form, provided, that (i) any other Non-Recourse Subsidiary of the Project Holdco that is a Guarantor Subsidiary shall remain a Guarantor Subsidiary and (ii) the direct or indirect parent obligations of any such Non-Recourse Subsidiary, or Guarantor Subsidiary under the Credit Documents shall not be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiaryaffected; (c) sales so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 6.6; provided that (i) if such Subsidiary is a Credit Party, a Credit Party shall be the continuing or surviving Person, and (ii) to the extent that the continuing or surviving Person was not a Credit Party prior to such merger, such continuing or surviving Person shall have complied with the requirements of Section 5.10(a); (d) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect an Asset Sale permitted pursuant to this Section 6.8 and is effected concurrently with the consummation of such Asset Sale; (e) sales, leases or other dispositions of assets that do not constitute Asset Sales; (df) dispositions of property to the Borrower or to a Subsidiary; provided that if the transferor of such property is a Guarantor Subsidiary or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor Subsidiary or (ii) to the extent that such transaction constitutes an Investment, such transaction is permitted under Section 6.6(b); (g) dispositions of property pursuant to a sale-leaseback transaction permitted by Section 6.10; (h) dispositions of Cash and Cash Equivalents; (i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any material Subsidiary; (j) solely to the extent required by applicable law or court order, transfers of property subject to casualty events or a taking of property pursuant to eminent domain or condemnation (or pursuant to a sale of any such assets to a purchaser with such power under the threat of such a taking) upon receipt of the Net Insurance/Condemnation Proceeds from such transfers or takings; (k) dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in joint venture arrangements and similar binding arrangements; (l) dispositions in the ordinary course of receivables and related assets in connection with the collection or compromise thereof (other than any factoring or other sale with respect thereto); (m) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds), when aggregated with the proceeds of all other Asset Sales made within the same Fiscal Year, are less than $15,000,000; provided provided, that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager board of Holdingsdirectors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash or Cash Equivalents; provided, that for purposes of this clause (2), any Indebtedness (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than Indebtedness that is by its terms subordinated to the payment in cash of the Obligations, that is assumed by the transferee with respect to the applicable disposition and for which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (en) disposals dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, and dispositions of property (other than Mortgaged Properties) no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (fo) the leaseInvestments made in accordance with Section 6.6, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property Liens granted in the ordinary course of business accordance with Section 6.2 and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiarycash payments permitted by Section 6.4; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respect; (hp) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holdersReorganization; and (mq) transfers sales of Real Estate Assets listed on Schedule 6.8; provided, that (directly or indirectly, 1) the consideration received for such Real Estate Assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by merger or otherwise) to other subsidiaries the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash or Cash Equivalents; provided, that for purposes of SunE Solar Construction Holdings #this clause (2), LLCany Indebtedness (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, SunE Solar Construction #2other than Indebtedness that is by its terms subordinated to the payment in cash of the Obligations, LLC that is assumed by the transferee with respect to the applicable disposition and any for which the Borrower and all of their respective subsidiariesthe Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a).

Fundamental Changes; Disposition of Assets. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, , (a) enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose including by means of or encumber, in one transaction or a series “plan of transactions, all division” under the Delaware Limited Liability Company Act or any part of its Equity Interests in comparable transaction under any of its Subsidiaries (other than to qualify directors if required by applicable similar law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (ai) (x) any Subsidiary of Borrower (other than the Company that is a Non-Recourse Subsidiary) Loan Party may be merged with or into a Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Borrower or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person; and (by) any Non-Recourse CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Subsidiary of the Company that is not a Loan Party may be merged with or into a Borrower or any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Borrower or any other Non-Recourse Subsidiary Subsidiary; provided, that in each case of clauses (x) and (y), in the Project Holdco that is the direct or indirect parent case of such Non-Recourse merger involving the Company, the Company shall be the continuing or surviving Person, in the case of such merger involving a Borrower, such Borrower shall be the continuing or surviving Person, and in the case of such merger not involving a Borrower but involving a Guarantor Subsidiary, such Guarantor Subsidiary shall be the continuing or surviving person; (cii) sales Permitted Acquisitions, other Permitted Investments, and Asset Sales permitted by Section 6.9(b); or (iii) any Subsidiary (other than a Borrower) may liquidate or other dispositions dissolve or change its legal form if the Borrowers determine in good faith that such action is in the best interests of the Company and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that if such Subsidiary is a Loan Party any assets held by such Loan Party shall be transferred to another Loan Party or otherwise transferred in accordance with Section 6.9(b); or (b) enter into or consummate any Asset Sale, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation, any Product (including, without limitation, any Intellectual Property rights related thereto), any Product Agreement (including, without limitation, any Loan Party’s rights thereunder), and any Registration), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or, except for (and in each case pursuant to arms’ length transactions on market terms and for fair market value (in each case, as reasonably determined by the Company or the applicable Subsidiary); provided that do not constitute any such Asset SalesSales with any Affiliate of the Company shall be subject to Section 6.12): (i) Permitted Royalty Transactions; (dii) Asset Sales; provided any Royalty Monetization Transaction for any Product (1other than a Royalty Monetization Transaction (Core) the consideration received for such assets shall be in an amount at least equal with respect to the fair market value thereof (determined in good faith by the manager of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(aNurtec ODT and/or Zavegepant); (eiii) disposals of obsolete, worn out or surplus propertyPermitted Acquisitions and other Permitted Investments; (fiv) Asset Sales of royalty interests under the lease, RPI Agreement as lessor or sublessor, or license of the Closing Date; (other than any long-term exclusive license), as licensor or sublicensor, v) Asset Sales of real or personal property or Intellectual Property inventory and immaterial assets in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiarybusiness; (gvi) internal corporate reorganizations Asset Sales of obsolete or worn out, retired or surplus property, whether now owned or hereafter acquired, in the Subsidiaries ordinary course of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respectbusiness; (hvii) surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the issuance or sale by Holdings ordinary course of its Equity Interests; business; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (iviii) any sale of Equity Interests pursuant Asset Sales to the CMP Option Agreement and any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower Borrowers or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.Guarantor Subsidiary;

Fundamental Changes; Disposition of Assets. No Credit Party shallAcquisitions. The Lessee shall not, nor and shall it not permit any of its ------------ Subsidiaries to, alter the corporate, capital or legal structure of the Lessee or any of its Subsidiaries if any such alteration could reasonably be expected to have a Material Adverse Effect, or enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets property or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangibleassets, whether now owned or hereafter acquired, leased or licensed acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (aA) any Any Domestic Subsidiary of Borrower (other than a Non-Recourse Subsidiary) the Lessee may be merged into Lessee or with or into Borrower or any Guarantor Wholly-Owned Domestic Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Lessee or any Guarantor Wholly-Owned Domestic Subsidiary; provided, provided in the case of such a merger, Borrower Lessee or such Guarantor Subsidiary, as applicable -------- Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Personpersons; (bB) any Non-Recourse Any Foreign Subsidiary of the Lessee may be merged into the Lessee or with or into any other NonWholly-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Owned Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Lessee or any other NonWholly-Recourse Subsidiary of Owned Foreign Subsidiary; provided, in the Project Holdco that is the direct or indirect parent case of such Non-Recourse Subsidiarya merger, the Lessee or such Wholly- -------- Owned Foreign Subsidiary shall be the continuing or surviving corporation; (cC) sales Asyst Japan, Inc. may be merged into MECS Corporation; (D) Sales or other dispositions of assets that do Investments permitted by subparts (A) and (C) of Section 10.1(b)(iv) for not constitute Asset Salesless ------------ --- ------------------- than fair value; (dE) Asset Sales; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith Sales of inventory by the manager Lessee and its Subsidiaries in the ordinary course of Holdings), (2) no less than 75% thereof shall be paid in Cash and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)their businesses; (eF) disposals Sales of obsoletesurplus, damaged, worn out or surplus propertyobsolete equipment or inventory for not less than fair market value; (fG) Sales or assignments of defaulted receivables to a collection agency in the lease, as lessor ordinary course of business; (H) Licenses to other Persons of intellectual property by the Lessee or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property Subsidiary thereof in the ordinary course of business and not interfering provided that, in any respect with each case, the ordinary conduct terms of or materially detracting from the business of Holdings or any Subsidiarytransaction, -------- taken as a whole, are terms which then would prevail in the market for similar transactions between unaffiliated parties dealing at arm's length; (gI) internal corporate reorganizations Sales or other dispositions of assets and property by the Lessee to any of the Lessee's Subsidiaries or by any of the Lessee's Subsidiaries to the Lessee or any of its other Subsidiaries, provided that the terms of any Project Holdco so long as any such reorganization does not involve any Person sales or other than the Subsidiaries of such Project Holdco and is not adverse dispositions by or to the Lenders Lessee are terms which are no less favorable to the Lessee than would prevail in any material respectthe market for similar transactions between unaffiliated parties dealing at arm's length; (hJ) Transactions permitted under Section 10.1(b)(iv); ------------------- (K) Sales of accounts receivable of the Lessee and its Subsidiaries, provided that (A) each such sale is (1) on fair and reasonable terms and (2) for cash, and (B) the issuance or sale by Holdings aggregate book value of all such accounts receivable so sold in any consecutive four quarter period does not exceed twenty percent (20%) of the consolidated total accounts receivable of the Lessee and its Equity InterestsSubsidiaries on the last day immediately preceding such four quarter period; (iL) Acquisitions by purchase or otherwise of all or substantially all of the business, property or fixed assets of, or stock or other beneficial ownership of, any sale Person or any division or line of Equity Interests pursuant to the CMP Option Agreement and business of any Lien permitted by Section 6.2(l); (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance Person provided that such acquisition is paid for with cash or sale by Borrower capital stock of Lessee or any of its Subsidiaries and provided further that such acquisitions do not exceed at any time more than twenty percent (20%) of Equity Interests ratably to their respective equity holdersthe total assets of Lessee and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; and (mM) Other sales, leases, transfers and disposal of assets and property for not less than fair market value, provided that the aggregate book value of all such assets and property so sold, leased, transferred or otherwise disposed of in any consecutive four quarter period does not exceed ten percent (directly 10%) of the Consolidated Assets of the Lessee and its Subsidiaries on the last day immediately preceding such four quarter period; provided, however, that the foregoing exceptions shall not be construed to -------- ------- permit any sales, leases, transfers or indirectly, by merger or otherwise) to other subsidiaries disposals of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesthe Property, except as expressly permitted by the Operative Documents.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries (other than Non-Recourse Subsidiaries) to, enter into any transaction of merger or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) into any other Person, or convey, sell, lease or license, exchange, transfer, assign, pledge or otherwise dispose of or encumber, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) any Subsidiary of Borrower (other than a Non-Recourse SubsidiaryPledged Holdco) may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; providedprovided that, in the case of such a merger, Borrower or such Guarantor Subsidiary, as applicable applicable, shall be the continuing or surviving Person; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary[Reserved]; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) Asset Sales; provided that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdings), (2) no less than 75% thereof of such consideration shall be paid in Cash and (3) the Net immediately prior to any such Asset Sale Proceeds thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom; provided, further, that, for purposes of this clause (d), (i) any consideration in the form of Cash Equivalents that are disposed of for Cash within 30 Business Days after such Asset Sale shall be applied deemed to be Cash consideration in an amount equal to the amount of such Cash consideration, (ii) any liabilities (as required shown on the most recent balance sheet of Holdings and its Subsidiaries) of Holdings or any of its Subsidiaries, other than liabilities that are by Section 2.14(a)their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the such Asset Sale and for which Holdings and its Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be Cash consideration in an amount equal to the liabilities so assumed and (iii) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not in excess of the greater of (x) $50,000,000 and (y) 1.50% of Consolidated Total Assets as of the last day of the Fiscal Quarter most recently ended, at the time of the receipt of such Designated Non-Cash Consideration, 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 to be Cash consideration; (e) disposals of obsolete, worn out or surplus property; (f) the lease, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the business of Holdings or any Subsidiary; (g) internal corporate reorganizations of the Subsidiaries of any Project Holdco so long as any such reorganization does not involve any Person other than the Subsidiaries of such Project Holdco and is not adverse to the Lenders in any material respectHoldco; (h) the issuance or sale by Holdings of its Equity Interests; (i) any sale of Equity Interests pursuant to the CMP Option Agreement and any Lien permitted by Section 6.2(l)[reserved]; (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (l) the issuance or sale by Borrower or any of its Subsidiaries of Equity Interests ratably to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiaries.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrower shall not, nor and it shall it not permit any of its Subsidiaries other Loan Party to, enter into any transaction of merger merge or consolidation (other than in connection with an Investment permitted pursuant to Section 6.6)consolidate, or liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) into any other Person), or convey, sell, lease or licensesub‑lease (as lessor or sublessor), exchange, transfer, assign, pledge transfer or otherwise dispose of or encumberof, in one transaction or a series of transactions, all or any part of its Equity Interests in any of its Subsidiaries (other than to qualify directors if required by applicable law), business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed except: (a) (x) (i) any Subsidiary of Borrower (other than a Non-Recourse Subsidiary) Guarantor may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, with the result that its assets (including licenses), if any, and ongoing business are distributed to the Borrower or any other Subsidiary Guarantor, (ii) all or any part of its any Subsidiary Guarantor’s business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any other Subsidiary Guarantor Subsidiaryor (iii) any Subsidiary Guarantor may be merged with or into the Borrower or any other Subsidiary Guarantor; provided, in the case of any such a mergermerger involving the Borrower, the Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person or (y) so long as no Default or Event of Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent and the Collateral Agent, (C) each Subsidiary Guarantor, unless it is the Successor Company, shall have confirmed that its Subsidiary Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Subsidiary Guarantor, unless it is the Successor Company, shall have, by a supplement to the Pledge and Security Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents, (E) the Equity Pledgor shall have confirmed that the Equity Pledge Agreement shall apply to the Successor Company’s obligations under the Loan Documents, (F) the Equity Pledgor shall have, by a supplement to the Equity Pledge Agreement and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents, (G) the Completion Guarantor shall have confirmed that its Completion Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (H) the Completion Guarantor shall have, by a supplement to the Completion Guaranty and other applicable Security Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents, and (I) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel as to the enforceability of this Agreement, the Pledge and Security Agreement, the Subsidiary Guaranty, the Equity Pledge Agreement, the Completion Guaranty and the other Security Documents as so supplemented and the perfection of the Liens under the Security Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; (b) any Non-Recourse Subsidiary may be merged with or into any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiaryconveyances, or be liquidatedsales, wound up or dissolvedleases, or all or any part of its businesssubleases, property or assets may be conveyedexchanges, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Non-Recourse Subsidiary of the Project Holdco that is the direct or indirect parent of such Non-Recourse Subsidiary; (c) sales transfers or other dispositions of assets that do not constitute Asset Sales; (dc) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of non‑Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non‑Cash proceeds), when aggregated with the proceeds of all other Asset Sales made during the term of this Agreement, are less than $20,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the manager of Holdingsapplicable Loan Party), (2) no less than 75% thereof shall be paid in Cash and and/or Cash Equivalents, (3) in no event shall any such Asset Sale involve any Real Property (except as permitted pursuant to clauses (f) and (g) below) or materially and adversely affect the Loan Parties’ ability (x) if prior to the Completion Date, to develop, construct and operate the Project in accordance in all material respects with the Plans and Specifications and the Loan Documents and (y) if on or after the Casino Opening Date, to operate the Project as contemplated by the Loan Documents and (4) the Net Asset Sale Cash Proceeds thereof shall be applied as required by Section 2.14(a2.13(a); (d) the sale of past-due receivables for purposes of collection; (e) disposals conveyances, sales, leases, subleases, exchanges, transfers or other dispositions of obsolete, worn out or surplus propertyequipment valued at not more than $500,000 in the aggregate in any Fiscal Year to employees of the Loan Parties in the ordinary course of business; (f) the lease▇▇▇ Lease Agreement and other space leases or subleases of portions of the Real Property owned or leased by the Loan Parties, as lessor or sublessor, or license (other than any long-term exclusive license), as licensor or sublicensor, of real or personal property or Intellectual Property entered into by the applicable Loan Party in the ordinary course of business and not interfering in any respect accordance with the ordinary conduct provisions of or materially detracting from the business of Holdings or any Subsidiary;Section 6.03(b); and (g) internal corporate reorganizations the dedication of Real Property or other sales, assignments or dispositions of Real Property (including pursuant to a lease or sublease and/or pursuant to amendment to the Subsidiaries Ground Lease, the Entertainment Village Lease or the Golf Course Lease to reduce the Real Property subject thereto) not to exceed 30 acres of any Project Holdco Real Property in the aggregate, so long as such dedications, sales, assignments and/or dispositions do not materially impair or interfere with, the operations (or intended use or operations) of the Project or the business operations of any such reorganization does Loan Party, do not involve any Person relate to Real Property upon which the principal improvements related to the Project are located and no gaming or casino operations (other than the Subsidiaries operation of arcades and games for minors) may be conducted on any Real Property that is subject to such Project Holdco dedications, sales, assignments and/or dispositions; provided that in order to accomplish the foregoing the Loan Parties may record, or cause to be recorded, lot line adjustments and/or subdivide the Real Property so long as (i) in the case of any such subdivision, such real property is subdivided such that it will represent a separate municipal tax parcel independent of the remainder of the Real Property of the Loan Parties, (ii) such lot line adjustment or subdivision does not render the remainder of the Real Property (or any portion thereof), or the operations thereon, as non-conforming under applicable zoning and is land use ordinances, and does not adverse to otherwise result in the Lenders violation in any material respect; respect of any applicable variances, special exceptions, conditional use approvals, covenants, conditions, restrictions or any other Legal Requirements or approvals to which the remainder of the Real Property (hor any portion thereof) or the operations thereon or the Loan Parties are subject and (iii) the issuance Loan Parties have received all necessary governmental approvals with respect to such lot line adjustment or sale by Holdings subdivision, including from the Gaming Authorities; provided, further that with respect to any such dedications, sales, assignments and/or dispositions (A) the remaining Real Property and/or the Loan Parties have been given all easements and other rights-of-way across any Real Property so dedicated, sold, assigned or otherwise disposed of its Equity Interests; as necessary or, in the reasonable determination of the Borrower, desirable for the continued operations of the Project, including legal and physical access to public rights of way and with respect to utilities, ingress and egress and fire and safety access and (iB) any sale of Equity Interests pursuant the Collateral Agent shall have received affirmative endorsements to the CMP Option Agreement title insurance policies with respect to the remaining Real Property or such other evidence, in each case in form and substance reasonably satisfactory to the Administrative Agent, confirming that the Lien of the Mortgages and coverage of the title insurance policies with respect to the remaining Real Property have not been impaired by such dedication, sale, assignment or other disposition and/or lot line adjustment or subdivision, as the case may be (and, to the extent an amendment, modification or other supplement to any Lien permitted by Section 6.2(l); Mortgage is required with respect thereto, including for purposes of amending legal descriptions attached to any Mortgage, the Administrative Agent shall direct (j) Permitted Warrant Transactions; (k) Liens permitted by Section 6.2; (lwithout the consent of the Lenders) the issuance Collateral Agent to make such amendments, modifications or sale by Borrower other supplements thereto (it being understood that any such amendments, modifications or any of its Subsidiaries of Equity Interests ratably other supplements must be in form and substance reasonably satisfactory to their respective equity holders; and (m) transfers (directly or indirectly, by merger or otherwise) to other subsidiaries of Borrower of SunE Solar Construction Holdings #2, LLC, SunE Solar Construction #2, LLC and any of their respective subsidiariesthe Administrative Agent)).