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, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: (a) any Subsidiary of Borrower may be merged with or into Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Subsidiary; provided, in the case of such a merger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Person; (b) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition.

Fundamental Changes; Disposition of Assets. No Credit Party shallEach Borrower shall not, nor and shall it permit any of cause its Subsidiaries toto not, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoeverwhatsoever (including, without limitation, the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower), whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensedlicensed (as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or any other business unit of any Person, except: (a) any Subsidiary a disposition of Borrower may be merged with or into Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, Hotel Property pursuant to Borrower or any Subsidiary; provided, in the case of such a merger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Personan Excluded Hotel Sale; (b) salesdisposals of surplus, leases, licenses obsolete or other dispositions worn out property in the ordinary course of assets that do not constitute Asset Salesbusiness; (i) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (ec) Investments made in accordance with Section 6.66.5 and Restricted Payments made in accordance with Section 6.3; (d) Liens may be granted to the extent permitted by Section 6.2; (e) any involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or any Affiliate thereof; (f) any involuntary condemnation, seizure or taking, by exercise of the lapse power of registered immaterial intellectual eminent domain or otherwise, or confiscation or requisition of use of property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries;shall be permitted; and (g) the settlement lapse, abandonment or write-off cancellation of accounts receivable or sale registered patents, trademarks and other Intellectual Property of overdue accounts receivable for collection any Borrower that (x) is not material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the ordinary course reasonable business judgment of business consistent with past practice; (h) the terminationBorrower, surrender or sublease of a real estate lease of Holdings or any is no longer economically desirable to maintain in the conduct of its Subsidiaries in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition.

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 consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensedlicensed (as licensee), except: (a) any Subsidiary of Borrower Credit Party other than Holdings may be merged with or into Borrower or any Subsidiaryanother 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 Borrower or any Subsidiaryanother Credit Party; provided, in the case of any such a merger, Borrower or any Guarantor Subsidiary that (i) if such Credit Party is a party theretoBorrower, as applicablea Borrower shall be the surviving Person, and (ii) in any other case, a Credit Party shall be the continuing or surviving Person; (b) sales, leases, licenses sales or other dispositions of assets that do not constitute Asset Sales; (ic) the leasing or subleasing of immaterial assets (other than sale and leaseback transactions prohibited under Section 6.11) in the ordinary course of business; (d) disposals of obsolete or worn out property; (e) sales or other dispositions pursuant to the Sale Leaseback Documents; and (f) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term Sales; provided, (A) no Event of this Agreement; provided that such maximum limitation Default shall not apply during any Suspension Periodhave occurred and be continuing or would result therefrom, and (iiB) the Potential ATS Sale; provided (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board management of directors of Borrower (such Credit Party or similar governing body)such Subsidiary), (2C) no less than 75% thereof of the consideration for such Asset Sale shall be consist of Cash paid upon the closing of each applicable Asset Sale, (D) the aggregate consideration for all such Asset Sales pursuant to this clause (i) shall not exceed $2,000,000 in Cash, any Fiscal Year and (3E) the Net Asset Sale Proceeds thereof shall be applied or reinvested as required required, or reinvested to the extent permitted, by Section 2.14(a2.10(a); ; provided further that, if at any time any Credit Party proposes to enter into any Asset Sale or otherwise Dispose of any Specified HA Assets (din each case, other than in connection with a transaction that would result in a Change of Control or a sale of all or substantially all of the consolidated assets of the Credit Parties), Alcon shall have a right of first refusal to purchase such Specified HA Assets (provided that if (1) disposals Alcon does not provide written notice to such Credit Party specifying that Alcon has elected to exercise its right of obsoletefirst refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice or (2) does exercise its right of first refusal to purchase such Specified HA Assets at the proposed price set forth in the written notice related to such proposed transaction from such Credit Party within ten (10) days after receipt of such written notice, worn outand Alcon and such Credit Party do not consummate the purchase of such Specified HA Assets within ninety (90) days after the exercise of such right of first refusal, condemned then, in either case, such right of first refusal shall terminate with respect to the Specified HA Assets that are the subject thereof). Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the Delaware Limited Liability Company Act) or surplus property; similar organizational change that may hereafter be permitted under any applicable statute. Notwithstanding anything in this Section 6.9 to the contrary, (ei) Investments made in accordance with Section 6.6; no event shall Holdings, Lifecore or any of their direct or indirect Subsidiaries (f) the lapse of registered immaterial intellectual property of Holdings other than Curation or any of its Subsidiaries that is no longer useful in the business of Holdings and its direct or indirect Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent enter into any Asset Sale with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings Curation or any of its direct or indirect Subsidiaries on or after the Closing Date (other than Permitted Curation Investments) without the written consent of the Administrative Agent and the Requisite Lenders, in each case, to the ordinary course extent constituting Asset Sales and (ii) no Credit Party shall grant any exclusive outbound license or otherwise Dispose of business; and any intellectual property (iincluding without limitation, trade secrets and know-how) mergers or consolidations that is owned by such Credit Party and that is necessary for the production and/or manufacture of sodium hyaluronate under the Supply Agreement without the prior written consent of Alcon, in each case of this clause (ii), other than in connection with a Permitted Acquisitiontransaction that would result in a Change of Control or a sale of all or substantially all of the consolidated assets of the Credit Parties.

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, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 Company may be merged with or into Borrower Company or any Guarantor Subsidiary, or any Subsidiary of Company may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Company or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower Company or any such Guarantor Subsidiary that is a party theretoSubsidiary, as applicable, applicable shall be the continuing or surviving Person; (b) sales, leases, licenses sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales involving assets with an aggregate 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 not in the case of other non-Cash proceeds) (i) are less than $275,000 with respect to exceed $100,000,000 during the term any single Asset Sale or series of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, related Asset Sales and (ii) when aggregated with the Potential ATS Saleproceeds of all other Asset Sales made within the same Fiscal Year, are less than $550,000; provided provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower Company (or similar governing body)), (2) no less than 7550% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) disposals of obsolete, worn out, condemned out or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries order to resolve disputes that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries occur in the ordinary course of business, Company and its Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; and (if) mergers any Person may be merged with or consolidations into Company or any Subsidiary if the acquisition of the Capital Stock of such Person by Company or such Subsidiary would have been permitted pursuant to Section 6.7; provided that (a) in connection the case of Company, Company shall be the continuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and complies with a Permitted Acquisitionthe provisions of Section 6.8 and (c) no Default or Event of Default shall have occurred or be continuing after giving effect thereto.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor Borrower shall it permit any of its Subsidiaries to, not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensedlicensed (including, for the avoidance of doubt, a sale by VLG of ▇▇▇▇▇▇▇▇’s ratable share of VLG’s Equity Interests in Cablevisión), except: (a) any Subsidiary of Borrower may be merged with or into Borrower or any SubsidiaryBorrower, 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 SubsidiaryBorrower; providedprovided that, in the case of such a merger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Person; (b) salessales or other dispositions of Cash and Cash Equivalents in the ordinary course of business or to make payments on Permitted Debt; (c) disposals of obsolete, leasesworn out or surplus property; (d) sales or other dispositions of Equity Interests held by Borrower in Cablevisión, licenses VLG or TEO or by VLG in Cablevisión; provided that, in addition to the Collateral, Borrower shall at all times own, directly or indirectly (including through VLG), a total number of Equity Interests in Cablevisión which, when multiplied by the Share Market Value as of the relevant determination date, equals one times the amount of the Loan Exposure; (e) any sale or dispositions required by any Governmental Authority in connection with the Merger, pursuant to the provisions of Section 13.b) of Argentine Law No. 25,156 or other applicable law; (f) the Merger; (g) Permitted Investments; (h) any contribution or transfer of Equity Interests in Cablevisión, or in any vehicle holding Equity Interests in Cablevisión, to any voting trust or similar arrangement as contemplated in the TEO Shareholders’ Agreement; and (i) sales or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) which the Net Asset Sale Proceeds thereof shall be are applied as required by Section 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition2.10(a).

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 consolidationconsolidation (other than a Permitted Acquisition), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any substantial part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, except: (a) any Subsidiary of Borrower Credit Party may be merged with or into Borrower or any Subsidiaryother 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 Borrower or any Subsidiaryother Credit Party; provided, in the case of such a mergermerger with the Parent, Borrower the Parent shall be the continuing or surviving Person and in the case of such a merger with any Guarantor Subsidiary, a Wholly Owned Subsidiary that is a party thereto, as applicable, of the Borrowers shall be the continuing or surviving Person; (b) sales, leases, licenses sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales involving assets with an aggregate fair market value not licenses to exceed $100,000,000 during the term or from other Persons of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith Intellectual Property by the board of directors of Borrower (Parent or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)any Subsidiary; (d) disposals of obsolete, worn out, condemned or surplus propertyIntentionally Omitted; (e) Investments made in accordance with Section 6.6Intentionally Omitted; (f) sales of the lapse Capital Stock of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Unrestricted Subsidiaries; (g) Asset Sales, subject to the settlement or write-off requirements of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practiceSection 2.12; (h) Finance may enter into a merger or other combination with any other Person only if, not less than thirty days prior to any such proposed merger or business combination, the terminationParent shall have provided the Lenders with information (verified, surrender if so requested by the Lenders, by an independent third-party consultant (whether a Big Four accounting firm or sublease other consultant with CLEC industry expertise, in either event satisfactory to the Lenders) demonstrating that each of the following criteria for the merger partner or other Person entering into a real estate lease combination with Finance (together with its Subsidiaries, if any, and any other Persons consolidated with such Person, the "Merger Partner") is met: Assuming that the Total Debt of Holdings or any of the Parent and its Subsidiaries on a consolidated basis, over the Total Debt of the Merger Partner, expressed as a fraction, is X, then each of the following shall be true: (i) the revenues of the Merger Partner for the most recent trailing four quarter period for which financial statements are available, multiplied by X, are no less than the revenues of the Parent and its Subsidiaries over such period; (ii) EBITDA of the Merger Partner for the trailing four quarter period for which financial statements are available, multiplied by X, is no less than or, if negative, that the loss is no greater than, EBITDA for the Parent and its Subsidiaries for such period; (iii) that at the time of the proposed merger, the Merger Partner's Access Lines, multiplied by X, shall equal or exceed the Access Lines of the Parent and Subsidiaries; (iv) the Merger Partner's property, plant and equipment, as shown on its most recent balance sheet, multiplied by X, is not less than the property, plant and equipment of the Parent and its Subsidiaries, as shown on the most recent balance sheet of the Parent and its Subsidiaries; and (v) the terms and conditions of the Total Debt of the Merger Partner shall be on terms and conditions no more favorable to the holders thereof than the terms and conditions of the Loans. In the event that each of the foregoing criteria is satisfied, the Lenders shall have ten days from receipt of all such information and any supporting information regarding the merger requested by either Lender in which to agree to give their consent, such consent to be delivered in writing and not to be unreasonably withheld, and the ordinary course Lenders further agree to negotiate reasonably and in good faith with the holders of businessthe Total Debt of the Merger Partner to arrive at appropriate and mutually satisfactory intercreditor arrangements. In the event the Lenders fail to give such written consent within such ten-day period, Finance may not enter into such merger. For purposes of this Section, "Total Debt" shall mean all Indebtedness of such Person; provided, however, that with respect to Indebtedness which by its terms accrues but does not pay interest, the amount of Indebtedness shall be deemed to be the principal amount plus any accrued or accreted interest; and (i) mergers The Parent or consolidations in connection the Holding Company may enter into a merger with any Person only if, not less than thirty (30) days prior to any such proposed merger, the Parent shall have provided the Administrative Agent and the Lenders with a Permitted Acquisitionrevised Financial Plan demonstrating that its business plan remains fully-financed, and shall certify that, both before and after giving effect to any such merger, no Event of Default then exists or would be caused thereby. Notwithstanding anything to the contrary set forth in this Section 6.7, upon the merger of any Credit Party with any other Person permitted under this Agreement, for as long as the Obligations are outstanding, the Administrative Agent's First Priority perfected security interest and Lien in the Collateral of such Credit Party shall be continued without impairment of any kind.

Fundamental Changes; Disposition of Assets. No Credit Party shall, nor shall it permit any of its Subsidiaries OZ Subsidiary to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 Credit Party may be merged with or into Borrower or any Subsidiaryanother 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 Borrower or any Subsidiary; provided, in the case of such a merger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving PersonCredit Party; (b) salesupon 20 days notice prior written notice to Administrative Agent, leasesany Credit Party may change its name, licenses state of formation or form of organization; (c) any Credit Party may be merged or consolidated with or into any Subsidiary; provided that such Credit Party is the surviving entity; (d) any OZ Subsidiary that is not a Credit Party may be merged or consolidated with or into any other OZ Subsidiary that is not a Credit Party; (e) sales or other dispositions of assets that do not constitute Asset Sales; (if) Asset Sales involving assets with an aggregate fair market value Sales, so long as, after giving effect to such Asset Sale, the Leverage Ratio does not exceed 3.00 to exceed $100,000,000 during the term of this Agreement; 1.00; (g) any OZ Subsidiary that is not a Credit Party may dissolve, liquidate or wind up its affairs at any time provided that such maximum limitation shall dissolution, liquidation or winding up, as applicable, would not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (1) the consideration received for such assets shall reasonably be in an amount at least equal expected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a)have a Material Adverse Effect; (dh) disposals of obsolete, worn out, condemned out or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business; and (i) mergers any Credit Party or consolidations OZ Subsidiary may make an Asset Sale to the extent it would be permitted under Section 6.3. It is understood and agreed that this Section 6.7 shall not prohibit any change in connection with ownership of a Permitted AcquisitionCredit Party or an OZ Subsidiary that is not a Credit Party that does not cause a Change of Control as long as such Person remains a Credit Party, if it was a Credit Party, and all Liens on the assets of such Person, if any, remain in full force and effect.

Fundamental Changes; Disposition of Assets. No Credit Party shall(a) The Borrower shall not, nor and shall it permit any of cause its Subsidiaries not to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (ai) any Subsidiary of Borrower may be merged with or into Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any SubsidiaryAsset Sales; provided, in the case of such a merger, Borrower or any Guarantor Subsidiary that is a party thereto, as applicable, shall be the continuing or surviving Person; (b) sales, leases, licenses or other dispositions of assets that do not constitute Asset Sales; (i) Asset Sales involving assets with an aggregate fair market value not to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided (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 board of directors of the Borrower (or similar governing body)), (2y) no less than 75100% thereof shall be paid in Cash, Cash and (3z) the Net Asset Sale Cash Proceeds thereof shall be applied as required by Section 2.14(a2.11(a); (dii) disposals of obsolete, worn out, condemned out or surplus property; provided, that the Net Cash Proceeds thereof shall be applied as required by Section 2.11(a); (eiii) Investments made in accordance with Section 6.6;6.06; and (fiv) the lapse sales, leases or licenses out of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries Inventory in the ordinary course of business. (b) Parent Guarantor shall not, and shall cause its Subsidiaries (excluding the Borrower and its Subsidiaries, which shall be subject to Section 6.08(a)) not to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (i) any Subsidiary of Parent Guarantor may be merged with or into any other Subsidiary of Parent Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent Guarantor or any other Subsidiary of Parent Guarantor; provided, that in the case of such a merger, such merger shall not reasonably be expected to have a Material Adverse Effect; (ii) any Subsidiary of Parent Guarantor may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Parent Guarantor or any Subsidiary of the Parent Guarantor; (iii) Parent Guarantor Asset Sales in an aggregate principal amount not to exceed $25,000,000; provided, that (x) immediately prior to, and after giving effect thereto, Parent Guarantor shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.07(g)) and (y) such Parent Guarantor Asset Sale could not reasonably be expected to have a Material Adverse Effect; (iv) disposals of obsolete, worn out or surplus property; (v) Investments made in accordance with Section 6.06; (vi) Parent Guarantor may dispose of up to 10% of the economic and/or voting interest in the Equity Interests of Holdings to a Holdings Transferee, so long as simultaneously with such disposition, the Holdings Transferee shall grant a security interest in the economic and/or voting interest in the Equity Interests of Holdings acquired thereby to the Collateral Agent and enter into all documentation reasonably acceptable to the Administrative Agent and take all action as may be requested by the Administrative Agent, in connection therewith; and (ivii) mergers sales, leases or consolidations licenses out of Inventory in connection with a Permitted Acquisitionthe ordinary course of business. For the avoidance of doubt, Parent Guarantor shall not, and shall cause its Subsidiaries not to, directly or indirectly dispose of any Parent Guarantor Material Subsidiary, Borrower, Alden or ▇▇▇▇▇▇▇.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into either Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into either Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets that do not constitute Asset Salesthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and otherwise made in compliance with Section 6.07; (i) Asset Sales involving the liquidation or dissolution of any Subsidiary (so long as, in the case of the liquidation or dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets with an aggregate fair market value of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to exceed $100,000,000 during the term Lenders and the Borrowers or any Subsidiary receives any assets of this Agreementsuch dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such maximum limitation distribution shall not apply during any Suspension Period, be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the Potential ATS Salepurpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided (1) provided, further, in the consideration received for such assets case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall be remain in an amount at least equal full force and effect and perfected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied same extent as required by Section 2.14(a)prior to such change; (d) disposals (x) sales or leases of obsolete, worn out, condemned inventory or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection equipment in the ordinary course of business consistent with past practice; (hincluding on an intercompany basis) and (y) the termination, surrender leasing or sublease subleasing of a real estate lease of Holdings or any of its Subsidiaries property in the ordinary course of business; (e) (x) disposals of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any assets of the Borrowers or any Subsidiary for fair market value; andprovided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $15,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of either Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $25,000,000, in each case, shall be deemed to be Cash); provided further that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists); (i) mergers to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or consolidations (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as no Event of Default then exists or would arise therefrom, bulk sales or other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year, 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); (q) sales of non-core assets acquired in connection with a Permitted AcquisitionAcquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) the Net Proceeds received in connection with any such sales (except to the extent constituting Revolving Facility First Lien Collateral required to be applied to repay outstandings under the ABL Facility) shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists) and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or swaps, including, without limitation, transactions covered by Section 1031 of the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that (i) upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection with any such transaction shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral under this clause (ii) to be held in a Term Loan Proceeds Account pending application for such purpose if any Default then exists); (s) other sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $20,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; provided that any Net Proceeds of a sale or disposition of Term Loan First Lien Collateral pursuant to this clause (s) shall be held in a Term Proceeds Account pending application by the Borrower Agent and/or any of its Subsidiaries for a purpose not prohibited by this Agreement if any Default or Event of Default then exists; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of either Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (v) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the extent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Fundamental Changes; Disposition of Assets. No Credit Note Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensedlicensed (as licensee), except, subject to Section 4.29: (a) any Subsidiary of Borrower Company may be merged with or into Borrower Company or any 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 Borrower Company or any SubsidiaryGuarantor; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, Borrower or any a Guarantor Subsidiary that is a party thereto, as applicable, Wholly-Owned by the Company shall be the continuing or surviving Person; (b) salesthe granting of Liens permitted under Section 4.13, leases, licenses or Restricted Junior Payments permitted under Section 4.11 and Investments permitted under Section 4.19 (other dispositions of assets that do not constitute Asset Salesthan Section 4.19(l)); (ic) Asset Sales involving assets with an aggregate fair market value not Sales, to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided extent (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)Company), (2) no less than 75% of the total consideration thereof shall be consist of Cash paid in upon the closing of each applicable Asset Sale (so long as at least 75% of the consideration paid upon such closing shall consist of Cash), and (3) the Net Asset Sale Proceeds thereof shall be applied as to the extent required by Section 2.14(a)the provisions of the Term Loan Agreement and this Indenture, as applicable; (d) disposals any sale, lease, license, transfer or other disposition of obsolete, worn out, condemned or surplus propertyproperty to any Note Party; (e) Investments made licenses, sublicenses, leases or subleases (other than relating to Intellectual Property, in accordance each case) granted to third parties in the ordinary course of business and not interfering with Section 6.6the business of the Company and its Affiliates; (f) the lapse (i) exclusive and non-exclusive licensing of registered immaterial intellectual property Intellectual Property (other than Material Intellectual Property), (ii) exclusive and non-exclusive licensing of Holdings or foreign rights to Oncology Indications of selinexor, (iii) exclusive and non-exclusive licensing of non-Oncology Indications of selinexor, (iv) non-exclusive and non-commercial licensing of Material Intellectual Property for bona fide operating business purposes (as reasonably determined by the Company in good faith) and (v) exclusive licensing of Material Intellectual Property other than Intellectual Property with respect to selinexor (including any formulations, re-formulations, polymorphs, crystal forms, solvates, amorphous forms, methods of its Subsidiaries that is no longer useful treatment, and methods of manufacture), in each case, so long as the business of Holdings and its SubsidiariesNet Asset Sale Proceeds thereof shall be applied to the extent required under this Indenture; (g) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) (other than Material Intellectual Property) of any Note Party that the Company reasonably determines in good faith is no longer desirable in the conduct of its business or is no longer economically practicable to maintain; (h) any Involuntary Disposition or any sale, lease, license or other disposition of property (other than, for the avoidance of doubt, Intellectual Property) in settlement of, or write-off to make payment in satisfaction of, any property or casualty insurance; (i) inventory sold to unaffiliated customers and dispositions consisting of accounts receivable the sale, transfer, discount, assignment or sale other disposition of unpaid and overdue accounts receivable for collection in connection with the collection, compromise or settlement thereof in the ordinary course of business consistent with past practiceand not as part of a financing transaction; (hj) the terminationsale, surrender transfer, issuance or sublease other disposition of a real estate lease de minimis number of Holdings shares of the Capital Stock of a Foreign Subsidiary of a Note Party in order to qualify members of the governing body of such Subsidiary if required by Requirements of Law; (k) dispositions of property (other than Material Intellectual Property) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the net proceeds of such disposition are promptly applied to the purchase price of such replacement property; (l) 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 agreements and similar binding arrangements; and (m) disposals of used, surplus, obsolete or worn-out property (other than Intellectual Property) that is, in the reasonable judgment of such Note Party, no longer economically practicable to maintain or no longer used or useful in any material respect in the conduct of the business of the Company and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Note Security Documents, no Note Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the ordinary course of business; and (iDelaware Limited Liability Company Act) mergers or consolidations in connection with a Permitted Acquisitionsimilar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into any Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets that do not constitute Asset Salesthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) Asset Sales involving the liquidation or dissolution of any Subsidiary (so long as, in the case of the liquidation or dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets with an aggregate fair market value of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to exceed $100,000,000 during the term Lenders and the Borrowers or any Subsidiary receives any assets of this Agreementsuch dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such maximum limitation distribution shall not apply during any Suspension Period, be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the Potential ATS Salepurpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided (1) provided, further, in the consideration received for such assets case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall be remain in an amount at least equal full force and effect and perfected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied same extent as required by Section 2.14(a)prior to such change; (d) disposals (x) sales or leases of obsolete, worn out, condemned inventory or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection equipment in the ordinary course of business consistent with past practice; (hincluding on an intercompany basis) and (y) the termination, surrender leasing or sublease subleasing of a real estate lease of Holdings or any of its Subsidiaries property in the ordinary course of business; (e) (x) disposals of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any assets of the Borrowers or any Subsidiary for fair market value; andprovided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $15,000,000 and 0.50% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of any Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $25,000,000, in each case, shall be deemed to be Cash); provided, further, that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Loan Proceeds Account (as defined in the Term Loan Agreement) pending application for such purpose if any Default then exists); (i) mergers to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or consolidations (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as (i) no Event of Default then exists or would arise therefrom and (ii) Excess Availability on the date of the proposed transaction (calculated on a Pro Forma Basis) is equal to or greater than 10.0% of the Line Cap, bulk sales or other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); provided, further, that all sales of Inventory in connection with store closings in a transaction or series of related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and proceeds of such sales or other dispositions shall be paid to the Blocked Accounts as provided in Section 2.21; provided, further, that if the Net Proceeds of any sale or disposition of Inventory permitted pursuant to this clause (p) exceeds $20,000,000, the Borrower Agent shall be required to deliver an updated Borrowing Base Certificate to the Administrative Agent within five Business Days of such sale or disposition; (q) sales of non-core assets acquired in connection with a Permitted AcquisitionAcquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) all Net Proceeds received in connection therewith (except to the extent constituting Term Loan First Lien Collateral) shall be paid to the Blocked Accounts as provided in Section 2.21 and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or swaps, including, without limitation, transactions covered by Section 1031 of the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped; (s) other sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $20,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of any Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (v) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the extent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

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, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or licensesub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 Company may be merged with or into Borrower Company or any Guarantor Subsidiary, or any Subsidiary of Company may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower Company or any Guarantor Subsidiary; provided, in the case of such a merger, Borrower Company or any such Guarantor Subsidiary that is a party theretoSubsidiary, as applicable, applicable shall be the continuing or surviving Person; (b) sales, leases, licenses sales or other dispositions of assets that do not constitute Asset Sales; (ic) Asset Sales involving assets with an aggregate 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 not in the case of other non-Cash proceeds) (i) are less than $250,000 with respect to exceed $100,000,000 during the term any single Asset Sale or series of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, related Asset Sales and (ii) when aggregated with the Potential ATS Saleproceeds of all other Asset Sales made within the same Fiscal Year, are less than $500,000; provided provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower Company (or similar governing body)), (2) no less than 7550% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a2.10(a); (d) disposals of obsolete, worn out, condemned out or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries order to resolve disputes that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries occur in the ordinary course of business, Company and its Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; and (if) mergers any Person may be merged with or consolidations into Company or any Subsidiary if the acquisition of the Capital Stock of such Person by Company or such Subsidiary would have been permitted pursuant to Section 6.7; provided that (a) in connection the case of Company, Company shall be the continuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and complies with a Permitted Acquisitionthe provisions of Section 6.8 and (c) no Default or Event of Default shall have occurred or be continuing after giving effect thereto.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into any Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions of assets among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that do any such sales or dispositions by a Loan Party to a Person that is not constitute Asset Sales; a Loan Party shall be (i) Asset Sales involving assets with an aggregate for fair market value not to exceed $100,000,000 during (as reasonably determined by such Person) and at least 75.0% of the term consideration for such sale or disposition consists of this Agreement; provided that Cash or Cash Equivalents payable at the time of consummation of such maximum limitation shall not apply during any Suspension Period, and sale or other disposition or (ii) the Potential ATS Sale; provided (1) the consideration received for such assets treated as an Investment and shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by Section 2.14(a); (d) disposals of obsolete, worn out, condemned or surplus property; (e) Investments otherwise made in accordance compliance with Section 6.66.07; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business consistent with past practice; (h) the termination, surrender or sublease of a real estate lease of Holdings or any of its Subsidiaries in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into any Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets that do not constitute Asset Salesthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) Asset Sales involving the liquidation or dissolution of any Subsidiary (so long as, in the case of the liquidation or dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets with an aggregate fair market value of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to exceed $100,000,000 during the term Lenders and the Borrowers or any Subsidiary receives any assets of this Agreementsuch dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such maximum limitation distribution shall not apply during any Suspension Period, be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the Potential ATS Salepurpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided (1) provided, further, in the consideration received for such assets case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall be remain in an amount at least equal full force and effect and perfected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied same extent as required by Section 2.14(a)prior to such change; (d) disposals (x) sales or leases of obsolete, worn out, condemned inventory or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection equipment in the ordinary course of business consistent with past practice; (hincluding on an intercompany basis) and (y) the termination, surrender leasing or sublease subleasing of a real estate lease of Holdings or any of its Subsidiaries property in the ordinary course of business; (e) (x) disposals of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower Agent, is no longer useful in its business and (y) any assets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrower Agent reasonably determines are surplus assets; (f) sales of Cash Equivalents for the fair market value thereof; (g) dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.07 (other than Section 6.07(j)), Permitted Liens, Restricted Payments permitted by Section 6.05(a) (other than Section 6.05(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.10; (h) sales or other dispositions of any assets of the Borrowers or any Subsidiary for fair market value; andprovided that with respect to sales or dispositions (other than any Store Exchange) in an aggregate amount in excess of the greater of $25,000,000 and 0.75% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01, at least 75.0% of the consideration for such sale or disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower Agent or a Subsidiary) of any Borrower or any Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower Agent and its Subsidiaries shall have been validly released by all creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such sale or disposition, (y) any Securities received by such Subsidiary from such transferee that are converted by such Subsidiary into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable sale or disposition and (z) any Designated Non-Cash Consideration received in respect of such sale or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $40,000,000, in each case, shall be deemed to be Cash); provided, further, that (i) immediately prior to and after giving effect to such sale or disposition, no Event of Default shall have occurred that is continuing on the date on which the agreement governing such sale or disposition is executed and (ii) the Net Proceeds of such sale or disposition (including any “cash boot” arising in connection with a Store Exchange) shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b) (with any Net Proceeds of Term Loan First Lien Collateral to be held in a Term Proceeds Account (as defined in the Term Loan Agreement) pending application for such purpose if any Default then exists); (i) mergers to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or consolidations (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which (i) do not materially interfere with the business of the Borrowers and their Subsidiaries or (ii) relate to closed stores; (m) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (n) transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (o) licenses for the conduct of licensed departments within the Loan Parties’ stores in the ordinary course of business; (p) as long as (i) no Event of Default then exists or would arise therefrom and (ii) ABL Excess Availability on the date of the proposed transaction (calculated on a Pro Forma Basis) is equal to or greater than 10.0% of the ABL Line Cap, bulk sales or other dispositions of the Loan Parties’ Inventory outside of the ordinary course of business in connection with store closings that are conducted on an arm’s-length basis; provided that such store closures and related Inventory dispositions shall not exceed, in any Fiscal Year 20.0% of the number of the Loan Parties’ stores as of the beginning of such Fiscal Year (net of store relocations (x) occurring substantially contemporaneously with, but in no event later than ten Business Days after, the related store closure date and (y) wherein a binding lease has been entered into for a new store opening prior to the related store closure date); provided, further, that all sales of Inventory in connection with store closings in a transaction or series of related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and proceeds of such sales or other dispositions shall be paid to the Blocked Accounts as provided in Section 2.21; provided, further, that if the Net Proceeds of any sale or disposition of Inventory permitted pursuant to this clause (p) exceeds $20,000,000, the Borrower Agent shall be required to deliver an updated Borrowing Base Certificate to the Administrative Agent within five Business Days of such sale or disposition; (q) sales of non-core assets acquired in connection with a Permitted AcquisitionAcquisition and sales of Real Estate Assets acquired in a Permitted Acquisition which, within 30 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of a store; provided that (i) all Net Proceeds received in connection therewith (except to the extent constituting Term Loan First Lien Collateral) shall be paid to the Blocked Accounts as provided in Section 2.21 and (ii) no Event of Default shall have occurred and be continuing; (r) exchanges or swaps, including, without limitation, transactions covered by Section 1031 of the Code, of Real Estate Assets so long as the exchange or swap is made for fair value and on an arm’s length basis for other Real Estate Assets; provided that upon the consummation of such exchange or swap, in the case of any Loan Party, the Administrative Agent has a perfected Lien having the same priority as any Lien held on the Real Estate Assets so exchanged or swapped; (s) sales and dispositions for fair market value in an aggregate amount since the Closing Date of up to the greater of $30,000,000 and 1.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01; (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of any Borrower or any Subsidiary in the ordinary course of business and (ii) dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower Agent, are not material to the conduct of the business of the Borrowers and the Subsidiaries; (u) terminations of Derivative Transactions; and (v) sales or dispositions of Capital Stock of Unrestricted Subsidiaries. To the extent any Collateral is disposed of as expressly permitted by this Section 6.08 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

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 consolidationconsolidation (including through a plan of division), or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), consummate any Asset Sale, or convey, sell, lease or license, exchange, transfer or otherwise dispose Dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee), or licensedlicensed (as licensee), except, subject to Section 6.14: (a) any Subsidiary of Borrower Company may be merged with or into Borrower Company or any 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 Borrower Company or any SubsidiaryGuarantor; provided, in the case of such a merger involving Company, Company shall be the continuing or surviving Person, and in the case of any other such merger, Borrower or any a Guarantor Subsidiary that is a party thereto, as applicable, Wholly-Owned by the Company shall be the continuing or surviving Person; (b) salesthe granting of Liens permitted under Section 6.2, leases, licenses or Restricted Junior Payments permitted under Section 6.5 and Investments permitted under Section 6.7 (other dispositions of assets that do not constitute Asset Salesthan Section 6.7(l)); (ic) Asset Sales involving assets with an aggregate fair market value not Sales, to exceed $100,000,000 during the term of this Agreement; provided that such maximum limitation shall not apply during any Suspension Period, and (ii) the Potential ATS Sale; provided extent (1) the consideration proceeds received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)Company), (2) no less than 75% of the total consideration thereof shall be consist of Cash paid in upon or after the closing of each applicable Asset Sale (so long as at least 75% of the consideration paid upon such closing shall consist of Cash, ) and (3) the Net Asset Sale Proceeds thereof shall be applied as to the extent required by Section 2.14(a2.13(a); (d) disposals any sale, lease, license, transfer or other disposition of obsolete, worn out, condemned or surplus propertyproperty to any Credit Party; (e) Investments made licenses, sublicenses, leases or subleases (other than relating to Intellectual Property, in accordance each case) granted to third parties in the ordinary course of business and not interfering with Section 6.6the business of the Company and its Affiliates; (f) the lapse (i) exclusive and non-exclusive licensing of registered immaterial intellectual property Intellectual Property (other than Material Intellectual Property), (ii) exclusive and non-exclusive licensing of Holdings or foreign rights to Oncology Indications of selinexor, (iii) exclusive and non-exclusive licensing of non-Oncology Indications of selinexor, (iv) non-exclusive and non-commercial licensing of Material Intellectual Property for bona fide operating business purposes (as reasonably determined by the Company in good faith), and (v) exclusive licensing of Material Intellectual Property other than Intellectual Property with respect to selinexor (including any formulations, re-formulations, polymorphs, crystal forms, solvates, amorphous forms, methods of its Subsidiaries that is no longer useful treatment, and methods of manufacture), in each case, so long as the business of Holdings and its SubsidiariesNet Asset Sale Proceeds thereof shall be applied to the extent required by Section 2.13(a); (g) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) (other than Material Intellectual Property) of any Credit Party that the Company reasonably determines in good faith is no longer desirable in the conduct of its business or is no longer economically practicable to maintain; (h) any Involuntary Disposition or any sale, lease, license or other disposition of property (other than, for the avoidance of doubt, Intellectual Property) in settlement of, or write-off to make payment in satisfaction of, any property or casualty insurance; (i) inventory sold to unaffiliated customers and dispositions consisting of accounts receivable the sale, transfer, discount, assignment or sale other disposition of unpaid and overdue accounts receivable for collection in connection with the collection, compromise or settlement thereof in the ordinary course of business consistent with past practiceand not as part of a financing transaction; (hj) the terminationsale, surrender transfer, issuance or sublease other disposition of a real estate lease de minimis number of Holdings shares of the Capital Stock of a Foreign Subsidiary of a Credit Party in order to qualify members of the governing body of such Subsidiary if required by Requirements of Law; (k) dispositions of property (other than Material Intellectual Property) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value or usefulness to the business or (ii) an amount equal to the net proceeds of such disposition are promptly applied to the purchase price of such replacement property; (l) 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 agreements and similar binding arrangements; and (m) disposals of used, surplus, obsolete or worn-out property (other than Intellectual Property) that is, in the reasonable judgment of such Credit Party, no longer economically practicable to maintain or no longer used or useful in any material respect in the conduct of the business of the Company and its Subsidiaries taken as a whole. Notwithstanding anything to the contrary contained in the Credit Documents, no Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate any “Division” (as defined in Section 18-217 of the ordinary course of business; and (iDelaware Limited Liability Company Act) mergers or consolidations in connection with a Permitted Acquisitionsimilar organizational change that may hereafter be permitted under any applicable statute.

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into either Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into either Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets that do not constitute Asset Salesthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and otherwise made in compliance with Section 6.07; (i) Asset Sales involving the liquidation or dissolution of any Subsidiary (so long as, in the case of the liquidation or dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets with an aggregate fair market value of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to exceed $100,000,000 during the term Lenders and the Borrowers or any Subsidiary receives any assets of this Agreementsuch dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such maximum limitation distribution shall not apply during any Suspension Period, be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the Potential ATS Salepurpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided (1) provided, further, in the consideration received for such assets case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall be remain in an amount at least equal full force and effect and perfected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied same extent as required by Section 2.14(a)prior to such change; (d) disposals (x) sales or leases of obsolete, worn out, condemned inventory or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection equipment in the ordinary course of business consistent with past practice; (hincluding on an intercompany basis) and (y) the termination, surrender leasing or sublease subleasing of a real estate lease of Holdings or any of its Subsidiaries property in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition.;

Fundamental Changes; Disposition of Assets. No Credit Party shallThe Borrowers and the Subsidiary Guarantors shall not, nor shall it they permit any of its their Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchangesublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any part of its business, assets or property of any kind whatsoever, 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 may be merged or consolidated or amalgamated with or into any Borrower or any Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any other Subsidiary; provided, provided that (i) in the case of such a merger, amalgamation or consolidation with or into any Borrower, such Borrower shall be the continuing or surviving Person (or, in the case of any Guarantor Subsidiary that is a party theretosuch transaction involving both Borrowers, as applicable, the Borrower Agent shall be the continuing or surviving Person) and (ii) in the case of such a merger, amalgamation or consolidation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or (y) such transaction shall be treated as an Investment and shall comply Section 6.07; (b) sales, leases, licenses sales or other dispositions among the Borrowers and their Subsidiaries (upon voluntary liquidation or otherwise); provided that any such sales or dispositions by a Loan Party to a Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) and at least 75.0% of assets that do not constitute Asset Salesthe consideration for such sale or disposition consists of Cash or Cash Equivalents payable at the time of consummation of such sale or other disposition or (ii) treated as an Investment and shall be otherwise made in compliance with Section 6.07; (i) Asset Sales involving the liquidation or dissolution of any Subsidiary (so long as, in the case of the liquidation or dissolution of the Subsidiary Borrower, the Borrower Agent receives any assets with an aggregate fair market value of such entity) or change in form of entity of any Subsidiary if the Borrower Agent determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrowers, is not materially disadvantageous to exceed $100,000,000 during the term Lenders and the Borrowers or any Subsidiary receives any assets of this Agreementsuch dissolved or liquidated Subsidiary; provided that in the case of a dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such maximum limitation distribution shall not apply during any Suspension Period, be treated as an Investment and shall comply with Section 6.07 (other than Section 6.07(j)) and (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the Potential ATS Salepurpose of which is to effect a sale or disposition otherwise permitted under this Section 6.08 (other than clause (a), clause (b) or this clause (c)); provided (1) provided, further, in the consideration received for such assets case of a change in the form of entity of any Subsidiary that is a Loan Party, the security interests in the Collateral shall be remain in an amount at least equal full force and effect and perfected to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)), (2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied same extent as required by Section 2.14(a)prior to such change; (d) disposals (x) sales or leases of obsolete, worn out, condemned inventory or surplus property; (e) Investments made in accordance with Section 6.6; (f) the lapse of registered immaterial intellectual property of Holdings or any of its Subsidiaries that is no longer useful in the business of Holdings and its Subsidiaries; (g) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection equipment in the ordinary course of business consistent with past practice; (hincluding on an intercompany basis) and (y) the termination, surrender leasing or sublease subleasing of a real estate lease of Holdings or any of its Subsidiaries property in the ordinary course of business; and (i) mergers or consolidations in connection with a Permitted Acquisition.;