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

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrowers or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person Person or any division, unit division or business unit of any other personPerson, except provided that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Borrowers or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrowers or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Borrowers or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Restricted Subsidiary U.S. Borrower into (or with) the Borrower with any other U.S. Borrower; provided that in a any such transaction in to which the Lead Borrower is a party, the Lead Borrower is the survivor, (ii) the merger, consolidation or amalgamation of any Restricted Subsidiary U.K. Borrower into or with any Restricted other U.K. Borrower, (iii) the merger, consolidation or amalgamation of any Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is not a Loan Party into or will becomewith any Subsidiary that is not a Loan Party, substantially contemporaneously (iv) the merger, consolidation or amalgamation of any Subsidiary that is not a Loan Party into or with the closing of the relevant transaction, any Subsidiary that is a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Party, (iii) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (ivv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Lead Borrower) if the Borrower or any Parent Entity on behalf of the Lead Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Loan Parties and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (vvi) the mergerany Subsidiary may merge, consolidation consolidate or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) amalgamate into or with or into any other person Person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person Person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Party; (c) sales, transfers, leases or other dispositions to the Borrower Borrowers or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation liquidation, dissolution or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause paragraph (c) shall be permitted only to the extent (i) made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of an Investment in such sale, transfer Subsidiary would be permitted by Section 6.04(b) or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04(j); (d) Sale transfers by (x) any Loan Party of Equity Interests in a Foreign Person or Qualified CFC Holding Company to (y) a Foreign Person or Qualified CFC Holding Company directly owned by Holdings or a U.S. Borrower; provided, that (i) if the Equity Interests of the transferee have not already been pledged pursuant to a Foreign Pledge Agreement, the Collateral and Lease-Back Transactions permitted Guarantee Requirement shall be satisfied with respect to the Equity Interests of the transferee, and (ii) the pledge of any Equity Interests so transferred shall be released by Section 6.03the Collateral Agent upon the consummation of such transfer; (e) the disposition of tax refunds and related assets in connection with any Permitted Tax Receivable Financing; (f) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nh) sales, transfers transfers, leases, licenses or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of 6.05 for cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith)Permitted Investments; provided, further, that (Ai) the aggregate gross proceeds of any liabilities or all assets, sold, transferred, leased or otherwise disposed of in reliance under this paragraph (as shown on the most recent Required Financial Statements or in the notes theretoh) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 172.5 million and (y) 2.072% of Consolidated Total Assets (measured at EBITDA for the time such Designated Non-Cash Consideration is received), with the fair market value most recently ended Test Period and no Event of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cashDefault exists or would result therefrom; (oi) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided provided, that following any such merger, consolidation or amalgamation amalgamation, if any, involving the Lead Borrower, the Lead Borrower shall be is the surviving entitycorporation; (pj) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (qk) sales, leases or other dispositions of inventory of the Borrower or any of its Borrowers and the Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the applicable Borrower to be no longer useful or necessary in the operation of the business of the Borrower Borrowers or such Subsidiaryany of the Subsidiaries; (rl) the issuance by Holdings of the Holdings Preferred Units in accordance with the terms and conditions of the Holdings LLC Agreement (as in effect on the date hereof, as amended or modified in a manner that is not materially adverse to the Lenders in the good faith determination of the Lead Borrower) and, to the extent the same would otherwise be restricted by the terms of this Agreement, the consummation of the other Transactions; (m) Permitted Sale and Lease Back Transactions in an aggregate amount not to exceed the greater of (x) $7.5 million and (y) 4% of EBITDA for the most recently ended Test Period at any time outstanding; (n) any exchange disposition of Equity Interests of a Subsidiary pursuant to an agreement or swapother obligation with or to a Person (other than the Borrowers and the Subsidiaries) from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), including transactions covered made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; provided, that the net investment in the Equity Interests of the Subsidiary would be permitted by Section 1031 6.04 if made on the date of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrowerdisposition; and (s) (i) termination of leases in the ordinary course of business, (iio) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear consummation of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18Transactions.

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) any disposal by the purchase and sale Borrower or any Subsidiary of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business the Borrower’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all or any substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, (iii) the sale or disposition of Permitted Investments by any Loan Party or Subsidiary, so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iv) the sale or disposition of Investmentssurplus, obsolete, damaged, worn out or surplus equipment or other property by any Loan Party or Subsidiary in the ordinary course of business or consistent with past practice or industry norm or determined in good faith by the Borrower to be no longer used or useful or necessary in the operation of the business of such Loan Party or Subsidiary or no longer economically practicable or commercially reasonable to maintain; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party Guarantor in a transaction in which the surviving or resulting entity is a Restricted Subsidiary Guarantor, and, in the case of each of clauses (i) and (ii), no person other than the Borrower that is or becomes a Subsidiary Loan PartyGuarantor receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor into or with any other Restricted Subsidiary that is not a Loan PartySubsidiary Guarantor, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or Lenders, (v) the merger, consolidation [reserved] or amalgamation of (vi) any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, their Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted or by any Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (Subsidiary Guarantor to any other Subsidiary, including non-cash proceeds) of any and all assets soldwithout limitation, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04a Permitted Vessel Transfer; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens Liens, and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is received), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (oh) Permitted Business Acquisitions (including any merger, merger or consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided provided, that following any such merger, merger or consolidation or amalgamation involving the Borrower, the Borrower shall be is the surviving entitycorporation; (pi) leases, licensescharters or licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries Subsidiary determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower any Loan Party or such Subsidiary; (rk) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) a Permitted Tax Restructuring; (m) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) no Event at least 90% of Default shall exist the consideration received by the transferor consists of assets that will be used in a business or would result therefrom and business activity permitted hereunder, (ii) in the event of an exchange or swap with a fair market value in excess of the greater of (x) $15.0 million200,000,000 and (y) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in the event of an exchange with a fair market value in excess of the greater of (x) $200,000,000 and (y) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, such exchange or swap shall have been approved by at least a majority of the Governing Persons board of the Borrower or any Parent Entity on behalf directors of the Borrower; and provided, further, that (sA) the aggregate gross consideration (iincluding exchange assets, other non-cash consideration and cash proceeds) termination of leases any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the ordinary course Borrower, the greater of business$1,000,000,000 and 5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (iiB) the expiration no Default or Event of any option agreement in respect of real Default exists or personal property would result therefrom and (iiiC) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 with respect to any person other than Holdingssuch exchange with aggregate gross consideration in excess of the greater of (x) $200,000,000 and (y) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, immediately after giving effect thereto, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.Pro Forma Compliance;

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or amalgamate into or consolidate or amalgamate with, with any other person, or permit any other person to merge or amalgamate into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other personperson (including, in each case, pursuant to a Delaware LLC Division), except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Company or any Subsidiary and the sale of receivables by any Foreign Subsidiary (other than a Foreign Subsidiary that is a Loan Party) pursuant to non-recourse factoring arrangements in the ordinary course of business of such Foreign Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Company or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Company or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation merger or amalgamation Delaware LLC Division of any Restricted Subsidiary (other than a Borrower) into (or with) the Borrower Company in a transaction in which the Borrower Company is the survivor, (ii) the merger, amalgamation, consolidation or amalgamation Delaware LLC Division of any Restricted Subsidiary (other than a Borrower) into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than the Company or Subsidiary Loan Party receives any consideration, (iii) the merger, amalgamation, consolidation or amalgamation Delaware LLC Division of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Company or any Borrower) if the Borrower or any Parent Entity on behalf of the Borrower Company determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Company and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the mergerany Subsidiary may merge, consolidation amalgamate or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) effect a Delaware LLC Division with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party (and which, which together with each of its Restricted Subsidiaries, Subsidiaries shall have complied with the requirements of Section 5.10); (c) sales, transfers, leases or other dispositions to the Borrower Company or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is (i) not a Loan Party or (ii) a German Subsidiary Loan Party in reliance on this clause paragraph (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not be included in the aggregate exceed, as of the date of any such disposition (and after giving effect theretoSection 6.05(g), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Lease Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments Liens, dividends permitted by Section 6.066.06 and capital expenditures; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases, Delaware LLC Divisions or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided provided, that (Ai) [reserved], (ii) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom; (iii) immediately after giving effect thereto, the Revolving Facility Credit Exposure shall not exceed the Combined Line Cap calculated on a Pro Forma Basis after giving effect to such sale, transfer, lease, Delaware LLC Division or other disposition, and (iv) immediately after giving effect to any such sale, lease, transfer, lease, Delaware LLC Division or other disposition of Accounts or Inventory not undertaken in the ordinary course of business, the Revolving Facility Credit Exposure shall not exceed the Combined Line Cap; (h) Permitted Business Acquisitions (including any merger, amalgamation, consolidation or Delaware LLC Division in order to effect a Permitted Business Acquisition); provided, that following any such merger, amalgamation, consolidation or Delaware LLC Division (i) involving the Company, the Company is the surviving corporation, (Bii) involving a Domestic Subsidiary, Canadian Subsidiary (other than the Canadian Borrower), U.K. Subsidiary (other than the U.K. Borrower) or German Subsidiary (other than the German Borrowers), the surviving, continuing or resulting entity shall be a Subsidiary Loan Party that is a Wholly-Owned Subsidiary, (iii) involving a Foreign Subsidiary (other than a Canadian Subsidiary, a U.K. Subsidiary or a German Subsidiary), the surviving, continuing or resulting entity shall be a Wholly-Owned Subsidiary, (iv) involving the Canadian Borrower, the Canadian Borrower is the surviving, continuing or resulting entity, (v) involving the U.K. Borrower, the U.K. Borrower is the surviving, continuing or resulting entity and (vi) involving a German Borrower, a German Borrower is the surviving, continuing or resulting entity; (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any real or personal property in the ordinary course of business; (j) sales, leases or other dispositions of inventory of the Company and its Subsidiaries determined by the management of the Company to be no longer useful or necessary in the operation of the business of the Company or any of the Subsidiaries; (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) the purchase and sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrowers shall be in compliance with Section 2.11(b); (m) any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 75.090% of the consideration therefor shall received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the form event of cash and cash equivalents a swap with a fair market value in excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (Ciii) in the event of a swap with a fair market value in excess of $20.0 million, such sale, transfer or disposition exchange shall be made for fair value (as determined have been approved by at least a majority of the Borrower in good faith)Board of Directors of the Company; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $150 million and 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom and (C) immediately after giving effect to such exchange, the Revolving Facility Credit Exposure shall not exceed the Combined Line Cap calculated on a Pro Forma Basis after giving effect to such exchange; (n) the sale of assets described on Schedule 6.05; (o) the Business Combination and the Closing Date Assignment; and (p) the purchase and sale or other transfer of Receivables Assets in connection with a Permitted Supplier Finance Facility. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than (x) sales, transfers, leases, licenses or other dispositions to Loan Parties that are not German Subsidiary Loan Parties pursuant to paragraph (c) of this Section 6.05 and (y) the transactions permitted by paragraph (e) of this Section 6.05 (solely with respect to Section 6.04(b))) unless such disposition is for fair market value and (ii) no sale, transfer or other disposition of assets in excess of $25.0 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii) above, (a) the amount of any liabilities (as shown on the Company’s or any Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower Company or any Subsidiary of its Subsidiaries, the Company (other than liabilities that are by their terms subordinated to the Obligations, ) that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingof any such assets, (Bb) any notes or other obligations or other securities or assets received by the Borrower Company or its Subsidiaries such Subsidiary of the Company from such transferee that are converted by the Borrower Company or such Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (Cc) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in respect of such disposition Asset Sale having an aggregate fair market value as determined by the Borrower in good faithvalue, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (Cc) that is then at that time outstanding, shall not to exceed the greater of (x) $35.0 46.0 million and (y) 2.010.0% of Consolidated Total Assets (measured EBITDA as of the end of the most recently completed Test Period at the time of the receipt of such Designated Non-Cash Consideration is received), (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person Person other than Holdings, the Borrower Company or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower Company in order to evidence the foregoing. Anything contained herein to the contrary notwithstanding, (A) neither the Company nor any other Loan Party shall sell or otherwise dispose of any Inventory or Accounts (other than sales of Inventory in the ordinary course of business and sales of Accounts for collection) if, as a result of such sale or other disposition, the Revolving Facility Credit Exposure would exceed the Combined Line Cap, in each casecase determined as of the time of such sale or other disposition, and (B) none of the capital stock of any Borrower shall be sold or transferred, nor shall any Borrower enter into any merger, amalgamation or similar transaction in accordance with Section 9.18which such Borrower is not the surviving entity, unless in any such case (1) the obligations of such Borrower are assumed by another Borrower on terms reasonably acceptable to the Administrative Agent, (2) such event would not result in a Default or an Event of Default, and (3) the portion of the Revolving Facility Credit Exposure of the assuming Borrower does not exceed the portion of the applicable Borrowing Base attributable to the Accounts and Inventory of the assuming Borrower.

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired, including, without limitation, customer contracts), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the lease, purchase and or sale of inventory or equipment excess transponder capacity in the ordinary course of businessbusiness by the Borrower or any Subsidiary; provided that the proceeds of any such sale of excess transponder capacity shall be included as revenue in the consolidated statement of operations of the Borrower or such Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than a Borrower or Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, Party or (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, liquidation or dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 6.07; provided, further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance upon this paragraph (c) and the aggregate gross proceeds (including non-cash proceeds) of any and or all assets sold, leased, transferred or leased in reliance upon paragraph (k) below shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdingsthe Borrower, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.0475.0 million; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) Dispositions any sale or other absolute transfer of Investments accounts receivable and related assets of the type specified in joint ventures to the extent required by, definition of “Receivables Financing” (or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth a fractional undivided interest therein) by a Receivables Subsidiary in joint venture arrangements and similar binding arrangementsa Qualified Receivables Financing; (g) Transfers any Event of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof)Loss; (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other any disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect pursuant to facilities that are temporarily not in use, held for sale or closedthe Equipment Financing Agreements; (i) sales any swap (i) of non-core assets acquired in connection with an acquisition permitted hereunder and sales owned or leased satellite transponder capacity for other satellite transponder capacity of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days comparable or greater value or usefulness to the business of the date Borrower and its Subsidiaries as a whole, as determined in good faith by senior management or the Board of Directors or the managing member of the acquisitionBorrower, are designated which in writing to the Administrative Agent as being held for sale event of a swap with a Fair Market Value in excess of (x) $10.0 million shall be evidenced by a certificate from a Financial Officer of the Borrower and not for (y) $25.0 million shall be set forth in a resolution approved in good faith by at least a majority of the continued operation Board of Directors or the managing member of the Borrower or any (ii) of the assets in exchange for services or other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary assets in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower business of comparable or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation greater value or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material usefulness to the conduct of the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by senior management or the other Restricted SubsidiariesBoard of Directors or managing member of the Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10.0 million shall be evidenced by a certificate from a Financial Officer of the Borrower and (y) $25.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors of the Borrower or the managing member; (mj) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nk) sales, transfers transfers, leases or other dispositions of assets (including any such transfer of excess transponder capacity not permitted under paragraph (a) above) not otherwise permitted by this Section 6.05; provided that the aggregate gross proceeds (Aincluding noncash proceeds) no Event of Default any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (k) and in reliance upon the second proviso to paragraph (c) above shall have occurred and be continuing or would result therefromnot exceed, (B) at least 75.0% in any fiscal year of the consideration therefor shall be in the form of cash and cash equivalents and (C) such saleBorrower, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, $75.0 million provided further, that (A) any liabilities (as shown on the most recent Required Financial Statements or Net Proceeds thereof are applied in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee accordance with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is receivedSection 2.11(b), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (ol) Permitted Business Acquisitions (including any merger, merger or consolidation or amalgamation in order to effect connection with a Permitted Business Acquisition); , provided that following any such merger, merger or consolidation or amalgamation (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving entityor resulting entity shall be a Wholly Owned Subsidiary; (pm) leases, licenses, licensing and cross-licensing arrangements involving any technology or subleases other intellectual property of the Borrower or sublicenses of any real or personal property Subsidiary in the ordinary course of business; (qn) sales, leases or other dispositions of inventory of the Borrower or any of and its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary;any of the Subsidiaries provided that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ro) any exchange or swap, including transactions covered by Section 1031 of the Code, sales of assets for services or other assets of comparable or greater value; described on Schedule 6.05, provided that the Net Proceeds thereof are applied in accordance with Section 2.11(b). Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no Event sale, transfer or other disposition of Default assets shall exist be permitted by this Section 6.05 (other than sales, transfers, leases or would result therefrom and other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for Fair Market Value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d) or (n) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (k) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (ii) and (iii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons notes thereto) of the Borrower or any Parent Entity on behalf Subsidiary of the Borrower; and (s) (i) termination of leases in Borrower that is assumed by the ordinary course of business, (ii) the expiration transferee of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral assets shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall deemed to be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) any disposal by the purchase and sale Borrower or any Subsidiary of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business the Borrower’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all or any substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iviii) the disposition sale of InvestmentsPermitted Investments by any Loan Party or Subsidiary, so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party Guarantor in a transaction in which the surviving or resulting entity is a Restricted Subsidiary Guarantor, and, in the case of each of clauses (i) and (ii), no person other than the Borrower that is or becomes a Subsidiary Loan PartyGuarantor receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party Guarantor into or with any other Restricted Subsidiary that is not a Loan PartyGuarantor, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the a Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, their Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted or by any Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (Subsidiary Guarantor to any other Subsidiary, including non-cash proceeds) of any and all assets soldwithout limitation, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04a Permitted Vessel Transfer; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens Liens, and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided that 6.05 (Aor required to be included in this clause (g) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faithpursuant to Section 6.05(c)); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or Net Proceeds thereof are applied in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee accordance with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is receivedSection 2.11(b), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (oh) Permitted Business Acquisitions (including any merger, merger or consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided provided, that following any such merger, merger or consolidation or amalgamation involving the Borrower, the Borrower shall be is the surviving entitycorporation; (pi) leases, licensescharters or licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries Subsidiary determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of any Loan Party or Subsidiary; provided that the Borrower or such SubsidiaryNet Proceeds thereof are applied in accordance with Section 2.11(b); (rk) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) [reserved]; (m) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) no Event at least [*]% of Default shall exist the consideration received by the transferor consists of assets that will be used in a business or would result therefrom and business activity permitted hereunder, (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million25,000,000, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in the event of an exchange with a fair market value in excess of $75,000,000, such exchange or swap shall have been approved by at least a majority of the Governing Persons board of directors of the Borrower; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Borrower, the greater of $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom, (C) with respect to any such exchange with aggregate gross consideration in excess of $[*], immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance, and (D) the Net Proceeds, if any, thereof are applied in accordance with Section 2.11(b); (n) any disposition of any assets owned by any New Vessel Subsidiary; and (o) disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a) or (d) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value of less than $[*] or to other transactions involving assets with a fair market value of not more than the greater of $[*] and [*]% of Consolidated Total Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of clause (iii), (a) the amount of any secured Indebtedness of the Borrower or any Parent Entity Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on behalf of the Borrower; and (s) (i) termination of leases ’s or such Subsidiary’s most recent balance sheet or in the ordinary course of business, (iinotes thereto) that is assumed by the expiration transferee of any option agreement in respect of real or personal property such assets shall be deemed to be cash and (iiib) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights notes or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted obligations or other securities or assets received by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of Subsidiary from the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested transferee that are converted by the Borrower in order or such Subsidiary into cash within 180 days after receipt hereof (to evidence the foregoing, in each case, in accordance with Section 9.18extent of the cash received) shall be deemed to be cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, amalgamate with or consolidate or amalgamate with, with any other person, or permit any other person to merge into into, amalgamate with or consolidate with it, or sell, transfer or otherwise dispose Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose Dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any substantial part substantially all of the assets of any other person or any division, unit division or line of business of any other a person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale Disposition of inventory or equipment in the ordinary course of businessbusiness by the Parent or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Parent or any Subsidiary or, with respect to operating leases, otherwise for Fair Market Value on market terms (as determined in good faith by a Financial Officer of a Primary Obligor), (iii) the disposition Disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by the Parent or any Subsidiary or (iv) the disposition Disposition of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, amalgamation or consolidation or amalgamation of any Restricted Subsidiary with or into (or with) the Borrower a Primary Obligor in a transaction in which the Borrower such Primary Obligor is the survivor, (ii) the merger, amalgamation or consolidation or amalgamation of any Restricted Subsidiary with or into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Settlement Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartySettlement Party organized in a Qualified Jurisdiction and, in the case of each of clauses (i) and (ii), no person other than a Primary Obligor or a Subsidiary Settlement Party receives any consideration (unless otherwise permitted by Section 6.04), (iii) the merger, amalgamation or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Subsidiary Settlement Party with or into or with any other Restricted Subsidiary that is not a Loan Subsidiary Settlement Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary if (other than the Borrowerx) if the Borrower or any Parent Entity on behalf a Financial Officer of the Borrower a Primary Obligor determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Parent and (with respect to any liquidation that such liquidation, dissolution or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) change in form is not materially disadvantageous to interests of the Lenders Opioid Trust (or its successors or assignees, in part or in whole) and (y) such liquidation, dissolution or change in form meets the requirements contained in the proviso to Section 5.01(a), (v) the mergerany Subsidiary may merge, consolidation amalgamate or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) consolidate with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan (unless otherwise permitted by Section 6.04), which shall be a Settlement Party if the merging, amalgamating or consolidating Subsidiary was a Settlement Party (and organized in a Qualified Jurisdiction if the merging, consolidating or amalgamating Restricted Subsidiary Settlement Party was organized in a Loan Party Qualified Jurisdiction) and which, which together with each of its Restricted Subsidiaries, Subsidiaries shall have complied with the any applicable requirements of Section 5.105.09 or (vi) any Subsidiary may merge, amalgamate or consolidate with any other person in order to effect an Asset Sale otherwise permitted pursuant to this Section 6.05; (c) sales, transfers, leases or other dispositions Dispositions to the Borrower Parent or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise)a Subsidiary Settlement Party; provided provided, that any sales, transfers, leases or other dispositions Dispositions by a Loan Settlement Party to a Restricted Subsidiary that is not a Loan Subsidiary Settlement Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.046.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) (i) Investments permitted by Section 6.04, (ii) Permitted Liens Liens, and (iii) Restricted Payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, discount or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale case without recourse and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents of past due receivables arising in the Borrower ordinary course of business, but only in connection with the compromise or any other Restricted Subsidiary from conducting its business in any material respect, collection thereof consistent with customary industry practice (and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, not as part of any intellectual property rights, which, in the reasonable good faith determination bulk sale or financing of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiariesreceivables); (mg) other Dispositions of assets to persons other than the sale Parent and its Subsidiaries; provided, that any such Dispositions shall comply with the final three paragraphs of defaulted receivables this Section 6.05; (h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided, that following any such merger, consolidation or amalgamation pursuant to this clause (h) involving a Primary Obligor or a Subsidiary Settlement Party, a Primary Obligor or a Subsidiary Settlement Party (or a person that becomes a Subsidiary Settlement Party) is the surviving entity or the requirements of Section 6.05(n) are otherwise complied with; (i) leases, licenses or subleases or sublicenses of any real or personal property in the ordinary course of business; (j) Dispositions of inventory in the ordinary course of business or Dispositions or abandonment of Intellectual Property of the Parent and not its Subsidiaries determined in good faith by the management of a Primary Obligor to be no longer economically practicable to maintain or useful or necessary in the operation of the business of the Parent or any of the Subsidiaries; (k) acquisitions and purchases made with the proceeds of any Asset Sale or Recovery Event pursuant to clause (a) or (b) of the definition of “Net Proceeds”; (l) the purchase and Disposition (including by capital contribution) of Permitted Receivables Facility Assets including pursuant to Qualified Receivables Facilities; (m) any exchange or swap of assets (other than cash and Permitted Investments) for services and/or other assets (other than cash and Permitted Investments) of comparable or greater value or usefulness to the business of the Parent and the Subsidiaries as part a whole, determined in good faith by the management of an accounts receivables financing transaction;a Primary Obligor; and (n) salesother transactions effected (including mergers, transfers consolidations or other dispositions acquisitions of assets not otherwise permitted by this Section 6.05“shell” entities) for the sole purpose of reincorporating or reorganizing the Parent or any Subsidiary under the laws of the United States of America or any State thereof or the District of Columbia, Switzerland, the United Kingdom or any jurisdiction that is a member state of the European Union as of the Effective Date; provided that (Ai) no Event of Default a Primary Obligor shall have occurred and be continuing or would result therefromprovided the Opioid Trust with reasonable advance notice of any transactions as described above in this clause (n), (Bii) if the respective entity subject to any action described above in this clause (n) was a Guarantor, the applicable reincorporated or reorganized entity shall be a Guarantor and (iii) the Opioid Trust shall have concluded (acting reasonably) that, after giving effect to any replacement guarantees to be provided pursuant to preceding clause (ii), such transactions are not adverse to the Opioid Trust (or any of its successors and assigns, in part or in whole) in any material respect (it being understood and agreed that such a reincorporation or reorganization into any Qualified Jurisdiction shall be permitted if the requirements of preceding clauses (i) and (ii) are satisfied). Notwithstanding anything to the contrary contained above, this Section 6.05 shall not restrict, at any time, the sale of Unrestricted Margin Stock so long as any such sale meets the requirements of the last two paragraphs of this Section 6.05. Notwithstanding anything to the contrary contained in Section 6.05 above, no Disposition of assets under Section 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred to in clause (b) of the proviso to Section 6.03, under Section 6.05(d), or pursuant to the immediately preceding paragraph, shall, in each case, be permitted unless (i) such Disposition is for Fair Market Value, and (ii) at least 75.075% of the consideration therefor proceeds of such Disposition (except if such Disposition is to a Settlement Party) consist of cash or Permitted Investments; provided, that the provisions of this clause (ii) shall be not apply to any individual transaction or series of related transactions involving assets with a Fair Market Value of less than $10,000,000 or to other transactions involving assets with a Fair Market Value of not more than $35,000,000 in the form aggregate for all such transactions during the term of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith)this Agreement; provided, further, that for purposes of this clause (Aii), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Parent’s or such Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee of any such assets pursuant to a customary novation agreement or are otherwise cancelled in connection with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingsuch transaction, (Bb) any notes or other obligations or other securities or assets received by the Borrower Parent or its Subsidiaries such Subsidiary from such the transferee that are converted by the Borrower Parent or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (Cc) any Designated Non-Cash Consideration received by the Parent or any of its Subsidiaries in respect such Disposition or any series of such disposition related Dispositions, having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant Fair Market Value not to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million 120,000,000 and (y) 2.0% a percentage of Consolidated Total Assets equal to the Applicable CTA Percentage when received (measured at the time such Designated Non-Cash Consideration is received), with the fair market value Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). Promptly following the receipt by the Parent or any Subsidiary of Net Proceeds of any Disposition permitted pursuant to Section 6.05(g) or of Net Proceeds in respect of any Recovery Event (subject, in each case, to the terms set forth in the definition of “Net Proceeds”), the Parent or such Subsidiary shall be deemed for purposes apply such Net Proceeds, at its option, to repay, prepay, redeem or repurchase (or offer to do any of this clause the foregoing) Indebtedness of the Parent or any of its Subsidiaries (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisitionthe extent outstanding); provided that (x) if the terms of all such Indebtedness permit the lenders thereunder to decline such application of proceeds and such lenders do so with respect to any portion of such Net Proceeds, the Parent and the Subsidiaries shall be entitled to retain such portion of the Net Proceeds and (y) the Parent and the Subsidiaries shall not have any obligations hereunder under the circumstances described in Section 2.09(d) of the Takeback Term Loan Credit Agreement (as in effect on the Effective Date). Notwithstanding anything to the contrary contained in this Agreement, promptly following the receipt by the Parent or any Subsidiary of Net Proceeds of any Disposition to persons other than the Parent and the Subsidiaries of, or in respect of any Recovery Event related to, (i) Mallinckrodt Enterprises Holdings, Inc. and its Subsidiaries (including, for the avoidance of doubt, its successors and assigns) or (ii) a material portion of the assets or businesses of such entities (including as a result of a merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licensesequity sale, or subleases or sublicenses asset sale, but it being understood that the sale of any real or personal property inventory in the ordinary course of business; business does not constitute the Disposition of a material portion of their assets or businesses), the Parent and the Subsidiaries shall pay 50% of such Net Proceeds to the Opioid Trust (qand its successors and assigns, in part or in whole, as applicable) sales, leases or other dispositions (to the extent such payment may be made in compliance with the terms of inventory any then-outstanding Indebtedness of the Borrower Parent and the Subsidiaries and to extent such Net Proceeds are not required to be otherwise applied in accordance with the terms of such Indebtedness), and the amount of such Net Proceeds actually paid to the Opioid Trust (and its successors and assigns, in part or in whole, as applicable) will be deemed to be a ratable repayment of the Opioid Deferred Cash Payments. Notwithstanding anything to the contrary contained in this Section 6.05 and, solely with respect to Sale and Lease-Back Transactions, Section 6.03, no Settlement Party may make any Disposition of Material Intellectual Property to any Subsidiary (other than another Settlement Party) or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Unrestricted Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that nothing in this sentence shall prohibit any non-exclusive (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights other than exclusive distribution or other litigation claims in the ordinary course similar within a specified jurisdiction) license or sublicense of business. To the extent any Collateral is disposed Material Intellectual Property to, or use of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to takeMaterial Intellectual Property by, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18Subsidiary or Unrestricted Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Company or any Subsidiary and the sale of receivables by any Foreign Subsidiary pursuant to non-recourse factoring arrangements in the ordinary course of business of such Foreign Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Company or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Company or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower Company in a transaction in which the Borrower Company is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than the Company or 131 Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the BorrowerCompany) if the Borrower or any Parent Entity on behalf of the Borrower Company determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Company and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Company or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party in reliance on this clause paragraph (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not be included in the aggregate exceed, as of the date of any such disposition (and after giving effect theretoSection 6.05(g), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Lease‑Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments Liens, Dividends permitted by Section 6.066.06 and capital expenditures; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided provided, that (Ai) the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Company, the greater of (x) $200 million and (y) 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (ii) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom; (iii) immediately after giving effect thereto, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a Pro Forma Basis after giving effect to such sale, transfer, lease or other disposition, and (iv) immediately after giving effect to any such sale, lease, transfer, lease or other disposition of Accounts or Inventory not undertaken in the ordinary course of business, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base; (h) Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition); provided, that following any such merger or consolidation (i) involving the Company, the Company is the surviving corporation, (Bii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; 132 (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any real or personal property in the ordinary course of business; (j) sales, leases or other dispositions of inventory of the Company and its Subsidiaries determined by the management of the Company to be no longer useful or necessary in the operation of the business of the Company or any of the Subsidiaries; (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) the purchase and sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrower shall be in compliance with Section 2.11(b); (m) any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 75.090% of the consideration therefor shall received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the form event of cash and cash equivalents a swap with a fair market value in excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (Ciii) in the event of a swap with a fair market value in excess of $20.0 million, such sale, transfer exchange shall have been approved by at least a majority of the Board of Directors of Holdings or disposition shall be made for fair value (as determined by the Borrower in good faith)Company; provided, further, that (A) the aggregate gross consideration (including exchange assets, other noncash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $200 million and 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom and (C) immediately after giving effect to such exchange, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a Pro Forma Basis after giving effect to such exchange; (n) the sale of assets described on Schedule 6.05; (o) the sale of assets as part of the Specified Asset Sale; and (p) the purchase and sale or other transfer of Receivables Assets in connection with a Permitted Supplier Finance Facility; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrower shall be in compliance with Section 2.11(b). Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases, licenses or other dispositions to Loan Parties pursuant to paragraph (c) of this Section 6.05) unless such disposition is for fair market value and (ii) no sale, transfer or other disposition of assets in excess of $15 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii), (a) the amount of any liabilities (as shown on the Company’s or any Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower Company or any Subsidiary of its Subsidiaries, the Company (other than liabilities that are by their terms subordinated to the Obligations, ) that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingof any such assets, (Bb) any notes or other obligations or other securities or assets received by the Borrower Company or its Subsidiaries such Subsidiary of the Company from such transferee that are converted by the Borrower Company or such Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (Cc) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in respect of such disposition Asset Sale having an aggregate fair market value as determined by the Borrower in good faithvalue, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (Cc) that is then at that time outstanding, shall not to exceed the greater of (x) $35.0 million and (y) 2.03.0% of Consolidated Total Assets (measured and $100 million at the time of the receipt of such Designated Non-Cash Consideration is received), (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person Person other than Holdings, the Borrower Company or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower Company in order to evidence the foregoing. Anything contained herein to the contrary notwithstanding, (A) neither the Company nor any other Loan Party shall sell or otherwise dispose of any Inventory or Accounts (other than sales of Inventory in the ordinary course of business and sales of Accounts for collection) if, as a result of such sale or other disposition, the Revolving Facility Credit Exposure would exceed the Borrowing Base, in each casecase determined as of the time of such sale or other disposition, and (B) none of the capital stock of any Borrower shall be sold or transferred, nor shall any Borrower enter into any merger or similar transaction in accordance with Section 9.18.which such Borrower is not the surviving entity, unless in any such case (1) the obligations of such Borrower are assumed by another Borrower on terms reasonably acceptable to the Administrative Agent, (2) such event would not result in a Default or an Event of Default, and (3) the portion of the Revolving Facility Credit Exposure of the assuming Borrower does not exceed the portion of the Borrowing Base attributable to the Accounts and Inventory of the assuming Borrower. 133

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrowers or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale any disposal by any Loan Party or Subsidiary of inventory an asset or equipment other property not constituting Specified Collateral, so long as such disposal is in the ordinary course of such Loan Party’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all or any substantial part of the acquisition assets or lease (pursuant to an operating lease) other property of any other asset person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iii) the disposition sale of surplusPermitted Investments by any Loan Party or Subsidiary, obsolete, damaged or worn out equipment or other property so long as such sale is in the ordinary course of business such Loan Party’s or (iv) the disposition of InvestmentsSubsidiary’s business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromtherefrom and CCH shall have provided prior written notice thereof to the Administrative Agent, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary (other than a Subsidiary Borrower) into (or with) the Borrower CCH in a transaction in which the Borrower CCH is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary (other than a Subsidiary Borrower) into or with any Restricted other Subsidiary (other than a Subsidiary Borrower), and, in the case of the Borrower each of clauses (i) and (ii), no person other than CCH or person that will become a Restricted Subsidiary of the (other than a Subsidiary Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan Partyreceives any consideration, (iii) the mergermerger of CCH or any Subsidiary (other than a Subsidiary Borrower), consolidation or amalgamation so long as, if applicable, CCH is the survivor, and such transaction does not impair the Liens on the Collateral granted for the benefit of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Partythe Secured Parties, (iv) in addition to the transactions expressly permitted in paragraphs (j), (k) and (l) of this Section 6.05, the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the a Subsidiary Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines Borrowers determine in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Borrowers and (with respect to will not impair the ability of any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party to perform its obligations under the Loan Documents or proceeds thereof are not transferred to another Loan Party) is not any Liens on Collateral granted for the benefit of the Secured Parties, or otherwise be materially disadvantageous to the Agents and the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the a Subsidiary Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted (other than a Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Borrower); (c) sales, transfers, leases or other dispositions to the Borrower any Loan Party (other than Radisson France) or by any of the Subsidiary (other Restricted Subsidiaries than a Subsidiary Borrower) to any other Subsidiary (upon voluntary liquidation or otherwiseother than Radisson France); provided that any salesthat, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) case of any and all assets sold, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered effected pursuant to Section 5.04a Mortgaged Vessel Operations Agreement, each counterparty thereto (other than the Subsidiary Borrower that is the record owner of the related Mortgaged Vessel) has executed and delivered a Mortgaged Vessel Operations Subordination Agreement; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments Liens, dividends permitted by Section 6.066.06 and any permitted Capital Expenditure that is a purchase or a lease; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (me) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nf) sales, transfers leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided that licenses (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee a non-exclusive basis with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is receivedintellectual property), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any real or personal property not constituting Collateral in the ordinary course of business; (qg) sales, leases or other dispositions of inventory of the Borrower any Loan Party or any of its Subsidiaries Subsidiary determined by the management of the Borrower or any Parent Entity on behalf of the Borrower CCH to be no longer useful or necessary in the operation of the business of any Loan Party or Subsidiary; provided that the Borrower or such SubsidiaryNet Proceeds thereof are applied in accordance with Section 2.10(b); (rh) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) no Event at least 90% of Default shall exist the consideration received by the transferor consists of assets that will be used in a business or would result therefrom and business activity permitted hereunder, (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million5,000,000, the Administrative Agent shall have received a certificate from a Responsible Officer of CCH with respect to such fair market value and (iii) in the event of an exchange with a fair market value in excess of $20,000,000, such exchange or swap shall have been approved by at least a majority of the Governing Persons board of directors of CCH; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (h) shall not exceed, in any fiscal year of CCH, the greater of $30,000,000 and 5% of Consolidated Total Assets as of the Borrower or any Parent Entity on behalf end of the Borrowerfiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom, (C) with respect to any such exchange with aggregate gross consideration in excess of $10,000,000, immediately after giving effect thereto, the Borrowers shall be in Pro Forma Compliance, and (D) the Net Proceeds, if any, thereof are applied in accordance with Section 2.10(b); (i) any disposition of any assets owned by any New Vessel Subsidiary; provided that the proceeds from such disposition shall be applied to repay any New Vessel Financing secured by such assets; (j) Radisson France may be converted from its existing form as a société en nom collectif (SNC) (a partnership with unlimited liability) to a société par actions simplifiée (SAS) (a limited liability company); (k) the liquidation, dissolution or other transaction in which any of the following entities ceases to exist: (i) Interim LLC, (ii) Vlasov Leisure Limited, (iii) ▇▇▇▇ Bay Shipping Company Limited, (iv) Finship Italy S.R.L. (and any modification thereto not adverse to the Lenders) or (v) following the completion of the Mariner Transactions, Radisson France; (l) the Mariner Transactions; (m) disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; and (sn) sales, transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided, that (i) termination the aggregate gross proceeds (including non-cash proceeds) of leases any or all assets sold, transferred, leased or otherwise disposed of in the ordinary course reliance upon this paragraph (n) shall not exceed, in any fiscal year of businessCCH, $3,000,000, (ii) the expiration no Default or Event of any option agreement in respect of real Default exists or personal property and would result therefrom, (iii) any surrender or waiver immediately after giving effect thereto, CCH shall be in Pro Forma Compliance, (iv) this paragraph shall not be available in the case of contractual rights or the settlementsale, release or surrender of contractual rights transfer, lease or other litigation claims disposition of a Mortgaged Vessel, and (v) the Net Proceeds thereof are applied in accordance with Section 2.10(b). Notwithstanding anything to the ordinary course contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of business. To the extent any Specified Collateral is disposed shall be permitted by this Section 6.05, (ii) no sale, transfer or other disposition of in a transaction expressly any other asset shall be permitted by this Section 6.05 to any person (other than Holdingssales, the Borrower transfers, leases or any other Restricted Subsidiarydispositions to Loan Parties pursuant to paragraph (c) of this Section 6.05) unless such disposition is for fair market value and (iii) no sale, such Collateral transfer or other disposition of assets shall be sold free and clear permitted by paragraph (a) of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with this Section 9.186.05 unless such disposition is for at least 75% cash consideration.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) any disposal by the purchase and sale Borrower or any Subsidiary of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business the Borrower’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all or any substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iviii) the disposition sale of InvestmentsPermitted Investments by any Loan Party or Subsidiary, so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party Guarantor in a transaction in which the surviving or resulting entity is a Restricted Subsidiary Guarantor, and, in the case of each of clauses (i) and (ii), no person other than the Borrower that is or becomes a Subsidiary Loan PartyGuarantor receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party Guarantor into or with any other Restricted Subsidiary that is not a Loan PartyGuarantor, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, their Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted or by any Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (Subsidiary Guarantor to any other Subsidiary, including non-cash proceeds) of any and all assets soldwithout limitation, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04a Permitted Vessel Transfer; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens Liens, and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided that 6.05 (Aor required to be included in this clause (g) no Event of Default shall have occurred and be continuing or would result therefrom, (B) at least 75.0% of the consideration therefor shall be in the form of cash and cash equivalents and (C) such sale, transfer or disposition shall be made for fair value (as determined by the Borrower in good faithpursuant to Section 6.05(c)); provided, further, that (A) any liabilities (as shown on the most recent Required Financial Statements or Net Proceeds thereof are applied in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee accordance with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is receivedSection 2.11(b), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (oh) Permitted Business Acquisitions (including any merger, merger or consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided provided, that following any such merger, merger or consolidation or amalgamation involving the Borrower, the Borrower shall be is the surviving entitycorporation; (pi) leases, licensescharters or licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any real or personal property in the ordinary course of business; (qj) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries Subsidiary determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of any Loan Party or Subsidiary; provided that the Borrower or such SubsidiaryNet Proceeds thereof are applied in accordance with Section 2.11(b); (rk) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) [reserved]; (m) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or and/or other assets of comparable or greater value; provided that (i) no Event at least [*]% of Default shall exist the consideration received by the transferor consists of assets that will be used in a business or would result therefrom and business activity permitted hereunder, (ii) in the event of an exchange or swap with a fair market value in excess of the greater of (x) $15.0 million[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in the event of an exchange with a fair market value in excess of the greater of (x) $[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, such exchange or swap shall have been approved by at least a majority of the Governing Persons board of directors of the Borrower; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Borrower, the greater of $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom, (C) with respect to any such exchange with aggregate gross consideration in excess of the greater of (x) $[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance, and (D) the Net Proceeds, if any, thereof are applied in accordance with Section 2.11(b); (n) any disposition of any assets owned by any New Vessel Subsidiary; and (o) disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed. Notwithstanding anything to the contrary contained in ‎Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this ‎Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph ‎(c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(a) or ‎(d) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(g) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) or (iii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value of less than $[*] or to other transactions involving assets with a fair market value of not more than the greater of $[*] and [*]% of Consolidated Total Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of clause (iii), (a) the amount of any secured Indebtedness of the Borrower or any Parent Entity Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on behalf of the Borrower; and (s) (i) termination of leases ’s or such Subsidiary’s most recent balance sheet or in the ordinary course of business, (iinotes thereto) that is assumed by the expiration transferee of any option agreement in respect of real or personal property such assets shall be deemed to be cash and (iiib) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights notes or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted obligations or other securities or assets received by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of Subsidiary from the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested transferee that are converted by the Borrower in order or such Subsidiary into cash within 180 days after receipt thereof (to evidence the foregoing, in each case, in accordance with Section 9.18extent of the cash received) shall be deemed to be cash.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) any disposal by the purchase and sale Borrower or any Subsidiary of inventory or equipment in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (iii) the disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business the Borrower’s or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all or any substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course of such Loan Party’s or Subsidiary’s business, (iii) the sale or disposition of Permitted Investments by any Loan Party or Subsidiary, so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business, or (iv) the sale or disposition of Investmentssurplus, obsolete, damaged, worn out or surplus equipment or other property by any Loan Party or Subsidiary in the ordinary course of business or consistent with past practice or industry norm or determined in good faith by the Borrower to be no longer used or useful or necessary in the operation of the business of such Loan Party or Subsidiary or no longer economically practicable or commercially reasonable to maintain; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party Guarantor in a transaction in which the surviving or resulting entity is a Restricted Subsidiary Guarantor, and, in the case of each of clauses (i) and (ii), no person other than the Borrower that is or becomes a Subsidiary Loan PartyGuarantor receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor into or with any other Restricted Subsidiary that is not a Loan PartySubsidiary Guarantor, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or Lenders, (v) the merger, consolidation [reserved] or amalgamation of (vi) any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, their Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted or by any Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (Subsidiary Guarantor to any other Subsidiary, including non-cash proceeds) of any and all assets soldwithout limitation, leased, transferred or leased shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04a Permitted Vessel Transfer; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens Liens, and Restricted Payments dividends, distributions and other payments permitted by Section 6.06; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; (h) Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition); provided, that following any such merger or consolidation involving the Borrower, the Borrower is the surviving corporation; (i) leases, charters or licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property), of any property in the ordinary course of business; (j) sales, leases or other dispositions of inventory of the Borrower or any Subsidiary determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of any Loan Party or Subsidiary; (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) a Permitted Tax Restructuring; (m) any exchange of assets for services and/or other assets of comparable or greater value; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom, (Bi) at least 75.090% of the consideration therefor shall received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the form event of cash and cash equivalents an exchange with a fair market value in excess of the greater of (x) $200,000,000 and (Cy) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such saleexchange for which financial statements have been delivered pursuant to Section 5.04, transfer or disposition the Administrative Agent shall be made for fair value (as determined by have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in good faith)the event of an exchange with a fair market value in excess of the greater of (x) $200,000,000 and (y) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, such exchange shall have been approved by at least a majority of the board of directors of the Borrower; provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any liabilities or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Borrower, the greater of $1,000,000,000 and 5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom and (C) with respect to any such exchange with aggregate gross consideration in excess of the greater of (x) $200,000,000 and (y) 1% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, immediately after giving effect thereto, the Borrower shall be in Pro Forma Compliance; (n) any disposition of any assets owned by any New Vessel Subsidiary or of any Vessel that is not a Mortgaged Vessel; and (o) disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed. Notwithstanding anything to the contrary contained in ‎Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this ‎Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph ‎(c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(a) or ‎(d) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(g) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) or (iii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value of less than $150,000,000 or to other transactions involving assets with a fair market value of not more than the greater of $1,000,000,000 and 5% of Consolidated Total Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that for purposes of clause (iii), (a) the amount of any secured Indebtedness of the Borrower or any Subsidiary or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are is assumed by the transferee with respect of any such assets shall be deemed to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingbe cash, (Bb) any notes or other obligations or other securities or assets received by the Borrower or its Subsidiaries such Subsidiary from such the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition shall be deemed to be cash and (Cc) any Designated Non-Cash Consideration received in respect by the Borrower or any of such disposition its Subsidiaries having an aggregate fair market value (as determined in good faith by the Borrower in good faithBorrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (Cc) that is then at that time outstanding, shall not to exceed the greater of (x) $35.0 200,000,000 million and (y) 2.01% of Consolidated Total Assets (measured at as of the time end of the fiscal quarter immediately prior to the date of receipt of such Designated Non-Cash Consideration is received), for which financial statements have been delivered pursuant to Section 5.04 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18.

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired, including, without limitation, customer contracts), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the lease, purchase and or sale of inventory or equipment excess transponder capacity in the ordinary course of businessbusiness by the Borrower or any Subsidiary; provided that the proceeds of any such sale of excess transponder capacity shall be included as revenue in the consolidated statement of operations of the Borrower or such Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Borrower or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefromcontinuing, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than a Borrower or Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, Party or (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the Borrower) if the Borrower or any Parent Entity on behalf of the Borrower determines in good faith that such liquidation, liquidation or dissolution or change in form is in the best interests of the Borrower and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) with or into any other person in order to effect an Investment permitted under Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted Subsidiary was a Loan Party and which, together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.10Lenders; (c) sales, transfers, leases or other dispositions to the Borrower or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 6.07; provided, further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance upon this paragraph (c) and the aggregate gross proceeds (including non-cash proceeds) of any and or all assets sold, leased, transferred or leased in reliance upon paragraph (k) below shall not in the aggregate exceed, as of the date of any such disposition (and after giving effect thereto), in any fiscal year of Holdingsthe Borrower, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.0475.0 million; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens permitted by Section 6.02 and Restricted Payments Dividends permitted by Section 6.06; (f) Dispositions any sale or other absolute transfer of Investments accounts receivable and related assets of the type specified in joint ventures to the extent required by, definition of “Receivables Financing” (or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth a fractional undivided interest therein) by a Receivables Subsidiary in joint venture arrangements and similar binding arrangementsa Qualified Receivables Financing; (g) Transfers any Event of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof)Loss; (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other any disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect pursuant to facilities that are temporarily not in use, held for sale or closedthe Equipment Financing Agreements; (i) sales any swap (i) of non-core assets acquired in connection with an acquisition permitted hereunder and sales owned or leased satellite transponder capacity for other satellite transponder capacity of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days comparable or greater value or usefulness to the business of the date Borrower and its Subsidiaries as a whole, as determined in good faith by senior management or the Board of Directors or managing member of the acquisitionBorrower, are designated which in writing to the Administrative Agent as being held for sale event of a swap with a Fair Market Value in excess of (x) $10.0 million shall be evidenced by a certificate from a Financial Officer of the Borrower and not for (y) $25.0 million shall be set forth in a resolution approved in good faith by at least a majority of the continued operation Board of Directors or managing member of the Borrower or any (ii) of the assets in exchange for services or other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary assets in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower business of comparable or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation greater value or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material usefulness to the conduct of the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by senior management or the other Restricted SubsidiariesBoard of Directors or managing member of the Borrower, which in the event of a swap with a Fair Market Value in excess of (x) $10.0 million shall be evidenced by a certificate from a Financial Officer of the Borrower and (y) $25.0 million shall be set forth in a resolution approved in good faith by at least a majority of the Board of Directors or managing member of the Borrower; (mj) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (nk) sales, transfers transfers, leases or other dispositions of assets (including any such transfer of excess transponder capacity not permitted under paragraph (a) above) not otherwise permitted by this Section 6.05; provided that the aggregate gross proceeds (Aincluding noncash proceeds) no Event of Default any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (k) and in reliance upon the second proviso to paragraph (c) above shall have occurred and be continuing or would result therefromnot exceed, (B) at least 75.0% in any fiscal year of the consideration therefor shall be in the form of cash and cash equivalents and (C) such saleBorrower, transfer or disposition shall be made for fair value (as determined by the Borrower in good faith); provided, $75.0 million provided further, that (A) any liabilities (as shown on the most recent Required Financial Statements or Net Proceeds thereof are applied in the notes thereto) of the Borrower or any of its Subsidiaries, other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee accordance with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or its Subsidiaries from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (C) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then outstanding, shall not exceed the greater of (x) $35.0 million and (y) 2.0% of Consolidated Total Assets (measured at the time such Designated Non-Cash Consideration is receivedSection 2.11(b), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of this clause (n) to be cash; (ol) Permitted Business Acquisitions (including any merger, merger or consolidation or amalgamation in order to effect connection with a Permitted Business Acquisition); , provided that following any such merger, merger or consolidation or amalgamation (i) involving the Borrower, the Borrower is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving entityor resulting entity shall be a Wholly Owned Subsidiary; (pm) leases, licenses, licensing and cross-licensing arrangements involving any technology or subleases other intellectual property of the Borrower or sublicenses of any real or personal property Subsidiary in the ordinary course of business; (qn) sales, leases or other dispositions of inventory of the Borrower or any of and its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary;any of the Subsidiaries provided that the Net Proceeds thereof are applied in accordance with Section 2.11(b); and (ro) any exchange or swap, including transactions covered by Section 1031 of the Code, sales of assets for services or other assets of comparable or greater value; described on Schedule 6.05, provided that the Net Proceeds thereof are applied in accordance with Section 2.11(b). Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no Event sale, transfer or other disposition of Default assets shall exist be permitted by this Section 6.05 (other than sales, transfers, leases or would result therefrom and other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for Fair Market Value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d) or (n) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (k) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (ii) and (iii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons notes thereto) of the Borrower or any Parent Entity on behalf Subsidiary of the Borrower; and (s) (i) termination of leases in Borrower that is assumed by the ordinary course of business, (ii) the expiration transferee of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person other than Holdings, the Borrower or any other Restricted Subsidiary, such Collateral assets shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall deemed to be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 9.18cash.

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

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Company or any Subsidiary and the sale of receivables by any Foreign Subsidiary pursuant to non-recourse factoring arrangements in the ordinary course of business of such Foreign Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Company or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Company or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower Company in a transaction in which the Borrower Company is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than the Company or Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the BorrowerCompany) if the Borrower or any Parent Entity on behalf of the Borrower Company determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Company and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Company or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party in reliance on this clause paragraph (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not be included in the aggregate exceed, as of the date of any such disposition (and after giving effect theretoSection 6.05(g), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments Liens, Dividends permitted by Section 6.066.06 and capital expenditures; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided provided, that (Ai) the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Company, the greater of (x) $200 million and (y) 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (ii) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom; (iii) immediately after giving effect thereto, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a Pro Forma Basis after giving effect to such sale, transfer, lease or other disposition, and (iv) immediately after giving effect to any such sale, lease, transfer, lease or other disposition of Accounts or Inventory not undertaken in the ordinary course of business, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base; (h) Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition); provided, that following any such merger or consolidation (i) involving the Company, the Company is the surviving corporation, (Bii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any real or personal property in the ordinary course of business; (j) sales, leases or other dispositions of inventory of the Company and its Subsidiaries determined by the management of the Company to be no longer useful or necessary in the operation of the business of the Company or any of the Subsidiaries; (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) the purchase and sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrower shall be in compliance with Section 2.11(b); (m) any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 75.090% of the consideration therefor shall received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the form event of cash and cash equivalents a swap with a fair market value in excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (Ciii) in the event of a swap with a fair market value in excess of $20.0 million, such sale, transfer exchange shall have been approved by at least a majority of the Board of Directors of Holdings or disposition shall be made for fair value (as determined by the Borrower in good faith)Company; provided, further, that (A) the aggregate gross consideration (including exchange assets, other noncash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $200 million and 6.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom and (C) immediately after giving effect to such exchange, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a Pro Forma Basis after giving effect to such exchange; (n) the sale of assets described on Schedule 6.05; (o) the sale of assets as part of the Specified Asset Sale; and (p) the purchase and sale or other transfer of Receivables Assets in connection with a Permitted Supplier Finance Facility; provided, that, after giving effect to each such purchase and sale or other transfer, the Borrower shall be in compliance with Section 2.11(b). Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases, licenses or other dispositions to Loan Parties pursuant to paragraph (c) of this Section 6.05) unless such disposition is for fair market value and (ii) no sale, transfer or other disposition of assets in excess of $15 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii), (a) the amount of any liabilities (as shown on the Company’s or any Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower Company or any Subsidiary of its Subsidiaries, the Company (other than liabilities that are by their terms subordinated to the Obligations, ) that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingof any such assets, (Bb) any notes or other obligations or other securities or assets received by the Borrower Company or its Subsidiaries such Subsidiary of the Company from such transferee that are converted by the Borrower Company or such Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition and (Cc) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in respect of such disposition Asset Sale having an aggregate fair market value as determined by the Borrower in good faithvalue, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (Cc) that is then at that time outstanding, shall not to exceed the greater of (x) $35.0 million and (y) 2.03.0% of Consolidated Total Assets (measured and $100 million at the time of the receipt of such Designated Non-Cash Consideration is received), (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any person Person other than Holdings, the Borrower Company or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower Company in order to evidence the foregoing. Anything contained herein to the contrary notwithstanding, (A) neither the Company nor any other Loan Party shall sell or otherwise dispose of any Inventory or Accounts (other than sales of Inventory in the ordinary course of business and sales of Accounts for collection) if, as a result of such sale or other disposition, the Revolving Facility Credit Exposure would exceed the Borrowing Base, in each casecase determined as of the time of such sale or other disposition, and (B) none of the capital stock of any Borrower shall be sold or transferred, nor shall any Borrower enter into any merger or similar transaction in accordance with Section 9.18which such Borrower is not the surviving entity, unless in any such case (1) the obligations of such Borrower are assumed by another Borrower on terms reasonably acceptable to the Administrative Agent, (2) such event would not result in a Default or an Event of Default, and (3) the portion of the Revolving Facility Credit Exposure of the assuming Borrower does not exceed the portion of the Borrowing Base attributable to the Accounts and Inventory of the assuming Borrower.

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

Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, into or consolidate or amalgamate with, with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person or any division, unit or business of any other person, except that this Section 6.05 shall not prohibit: (a) (i) the purchase and sale of inventory or equipment in the ordinary course of businessbusiness by the Company or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of businessbusiness by the Company or any Subsidiary, (iii) the disposition sale of surplus, obsolete, damaged obsolete or worn out equipment or other property in the ordinary course of business by the Company or any Subsidiary or (iv) the disposition sale of InvestmentsPermitted Investments in the ordinary course of business; (b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation merger of any Restricted Subsidiary into (or with) the Borrower Company in a transaction in which the Borrower Company is the survivor, (ii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary into or with any Restricted Subsidiary of the Borrower (or person that will become a Restricted Subsidiary of the Borrower) that is or will become, substantially contemporaneously with the closing of the relevant transaction, a Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary of the Borrower that is or becomes a Subsidiary Loan PartyParty and, in the case of each of clauses (i) and (ii), no person other than the Company or Subsidiary Loan Party receives any consideration, (iii) the merger, merger or consolidation or amalgamation of any Restricted Subsidiary that is not a Subsidiary Loan Party into or with any other Restricted Subsidiary that is not a Subsidiary Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (other than the BorrowerCompany) if the Borrower or any Parent Entity on behalf of the Borrower Company determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower Company and (with respect to any liquidation or dissolution of a Loan Party, to the extent the residual assets of such Loan Party or proceeds thereof are not transferred to another Loan Party) is not materially disadvantageous to the Lenders or (v) the merger, consolidation or amalgamation of any Restricted Subsidiary of Holdings (other than the Borrower) may merge with or into any other person in order to effect an Investment permitted under pursuant to Section 6.04 so long as the continuing or surviving person shall be or become a Restricted Subsidiary of the Borrower that is Subsidiary, which shall be a Subsidiary Loan Party if the merging, consolidating or amalgamating Restricted merging Subsidiary was a Loan Party and which, which together with each of its Restricted Subsidiaries, Subsidiaries shall have complied with the requirements of Section 5.10; (c) sales, transfers, leases or other dispositions to the Borrower Company or any of the other Restricted Subsidiaries a Subsidiary (upon voluntary liquidation or otherwise); provided provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07 and the aggregate gross proceeds (including non-cash proceeds) of any and all assets sold, leased, transferred or leased shall not be included in the aggregate exceed, as of the date of any such disposition (and after giving effect theretoSection 6.05(g), in any fiscal year of Holdings, the greater of (i) $20.0 million and (ii) 1.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such sale, transfer or other disposition for which Required Financial Statements have been delivered pursuant to Section 5.04; (d) Sale and Lease-Back Transactions permitted by Section 6.03; (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.066.02, Dividends permitted by Section 6.06 and purchases and leases permitted by Section 6.10; (f) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (g) Transfers of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof); (h) the sale, lease, sublease, license, sublicense, consignment, conveyance or other disposition of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed; (i) sales of non-core assets acquired in connection with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, in each case, within 90 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of the other Restricted Subsidiaries or any of their respective businesses; (j) terminations of Hedge Agreements; (k) sales or dispositions of Equity Interests of Unrestricted Subsidiaries; (i) licensing and cross-licensing arrangements involving any technology, intellectual property or intellectual property rights of the Borrower or any other Restricted Subsidiary in the ordinary course of business, other than any such exclusive licensing arrangement that prevents the Borrower or any other Restricted Subsidiary from conducting its business in any material respect, and (ii) the sale, disposal, abandonment, cancellation or lapse of intellectual property rights, or any issuances or registrations, or applications for issuances or registrations, of any intellectual property rights, which, in the reasonable good faith determination of the Borrower or any Parent Entity on behalf of the Borrower, are uneconomical, negligible, or not material to the conduct of the business of the Borrower or the other Restricted Subsidiaries; (m) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (ng) sales, transfers transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.056.05 (or required to be included in this clause (g) pursuant to Section 6.05(c)); provided provided, that (Ai) the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Company, the greater of $100.0 million and 8% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (ii) no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, (Biii) immediately after giving effect thereto, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a pro forma basis after giving effect to such sale, transfer, lease or other disposition, and (iv) immediately after giving effect to any such sale, lease, transfer or other disposition of Accounts or Inventory not undertaken in the ordinary course of business, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base; (h) Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition); provided, that following any such merger or consolidation (i) involving the Company, the Company is the surviving corporation, (ii) involving a Domestic Subsidiary, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary and (iii) involving a Foreign Subsidiary, the surviving or resulting entity shall be a Wholly Owned Subsidiary; (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any real or personal property in the ordinary course of business; (j) sales, leases or other dispositions of inventory of the Company and its Subsidiaries determined by the management of the Company to be no longer useful or necessary in the operation of the business of the Company or any of the Subsidiaries; (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the definition of “Net Proceeds”; (l) [Reserved]; and (m) any exchange of assets for other assets of comparable or greater value; provided, that (i) at least 75.090% of the consideration therefor shall received by the transferor consists of assets (other than cash) that will be used in a business or business activity permitted hereunder, (ii) in the form event of cash and cash equivalents a swap with a fair market value in excess of $5.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Company with respect to such fair market value and (Ciii) in the event of a swap with a fair market value in excess of $15.0 million, such sale, transfer exchange shall have been approved by at least a majority of the board of directors of Holdings or disposition shall be made for fair value (as determined by the Borrower in good faith)Company; provided, further, that (A) the aggregate gross consideration (including exchange assets, other noncash consideration and cash proceeds) of any or all assets exchanged in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $100.0 million and 8% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom, and (C) immediately after giving effect to such exchange, the Revolving Facility Credit Exposure shall not exceed the Borrowing Base calculated on a pro forma basis after giving effect to such exchange. Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets in excess of $5.0 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (iii), (A) the amount of liabilities (as shown on the Company’s or any Subsidiary’s most recent Required Financial Statements balance sheet or in the notes thereto) of the Borrower Company or any Subsidiary of its Subsidiaries, the Company (other than liabilities that are by their terms subordinated to the Obligations, ) that are assumed by the transferee with respect to the applicable disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writingof any such assets, (B) any notes or other obligations or other securities or assets received by the Borrower Company or its Subsidiaries such Subsidiary of the Company from such transferee that are converted by the Borrower Company or such Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of the applicable disposition ), and (C) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries in respect of such disposition Asset Sale having an aggregate fair market value as determined by the Borrower in good faithvalue, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is then at that time outstanding, shall not to exceed the greater of (x) $35.0 million and (y) 2.03.0% of Consolidated Total Assets (measured and $35 million at the time of the receipt of such Designated Non-Cash Consideration is received), (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall be deemed for purposes of this clause (n) to be cash; (o) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving entity; (p) leases, licenses, or subleases or sublicenses of any real or personal property in the ordinary course of business; (q) sales, leases or other dispositions of inventory of the Borrower or any of its Subsidiaries determined by the management of the Borrower or any Parent Entity on behalf of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or such Subsidiary; (r) any exchange or swap, including transactions covered by Section 1031 of the Code, of assets for services or other assets of comparable or greater value; provided that (i) no Event of Default shall exist or would result therefrom and (ii) in the event of an exchange or swap with a fair market value in excess of $15.0 million, such exchange or swap shall have been approved by at least a majority of the Governing Persons of the Borrower or any Parent Entity on behalf of the Borrower; and (s) (i) termination of leases in the ordinary course of business, (ii) the expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business. To the extent any Collateral is disposed of in a transaction as expressly permitted by this Section 6.05 as to any person Person other than Holdings, the Borrower Company or any other Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower Company in order to evidence the foregoing. Anything contained herein to the contrary notwithstanding, (A) neither the Company nor any other Loan Party shall sell or otherwise dispose of any Inventory or Accounts (other than sales of Inventory in the ordinary course of business and sales of Accounts for collection) if, as a result of such sale or other disposition, the Revolving Facility Credit Exposure would exceed the Borrowing Base, in each casecase determined as of the time of such sale or other disposition, and (B) none of the capital stock of any Borrower shall be sold or transferred, nor shall any Borrower enter into any merger or similar transaction in accordance with Section 9.18which such Borrower is not the surviving entity, unless in any such case (1) the obligations of such Borrower are assumed by another Borrower on terms reasonably acceptable to the Administrative Agent, (2) such event would not result in a Default or an Event of Default, and (3) the portion of the Revolving Facility Credit Exposure of the assuming Borrower does not exceed the portion of the Borrowing Base attributable to the Accounts and Inventory of the assuming Borrower.

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