Notice of Certain Actions. Without the written consent of the Agent and the Forward Purchaser, the Selling Stockholder will not, # directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any instruction from the Selling Stockholder to make sales hereunder is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such instruction from the Selling Stockholder; # directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause (A) or (C) above] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. During any Forward Hedge Selling Period, the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, # directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for shares of Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause (1) or (2) above] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.

Actions, Suits and Proceedings. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries # that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or # that involve this Agreement or the Transactions.

Recalls or Corrective Actions. TLC Hong Kong shall fully cooperate with TLC in TLC’s decisions or upon related government authority’s request, to recall, retrieve and/or replace its TLC Products.

Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting. Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and signed by all Managers.

Limitations on Collateral Actions. In no event shall # control agreements or similar arrangements be required with respect to any Collateral (including, without limitation, deposit or securities accounts), # any Loan Party be required to # take any action or grant or perfect any security interest in any asset located outside of the U.S. or conduct any foreign lien search, # execute any foreign law guarantee, security agreement, pledge agreement, mortgage, deed or charge, # make any foreign intellectual property filing, conduct any foreign intellectual property search or prepare any foreign intellectual property schedule with respect to any assets of any Loan Party or # take any action or grant or perfect any security interest (including entering into any mortgage or deed of trust) with respect to any Real Property Assets or any other Excluded Property (as defined in the Security Agreement), # any Loan Party be required to seek any landlord lien, mortgagee or third party waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement or # any Loan Party be required to send notices to insurers, account debtors or other contractual third parties.

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that limits the ability # of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, # of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Loan Documents or # of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the [foregoing clauses (i) through (iii)] shall not prohibit # any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor of any holder of Indebtedness permitted under [Section 7.03(g)] solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, # restrictions incurred or assumed in connection with an Acquisition, # non-assignment provisions in licenses, sublicenses, leases, subleases and other contracts or agreements entered into in the ordinary course of business, # customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under [Section 7.05] pending the consummation of such sale, # contractual obligations in agreements relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary), # customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under [Section 7.02] and applicable solely to such joint venture and its equity, and # agreements to which any Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equity.

Actions Concerning Mortgage Loan. As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect # such Mortgagor’s title to the Mortgaged Property, # the validity or enforceability of the Mortgage, # such Mortgagor’s ability to perform under the related Mortgage Loan, # such guarantor’s ability to perform under the related guaranty, # the principal benefit of the security intended to be provided by the Mortgage Loan documents or # the current principal use of the Mortgaged Property.

No Actions or Proceedings. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Administrative Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment or any of the other Loan Documents.

Effectiveness of All Actions. All actions contemplated by the Plan, including all actions in connection with the New Term Loan Agreement and the Reorganized Holdco Organizational Documents, are hereby effective and authorized to be taken on, prior to, or after the Effective Date, as applicable, under this Confirmation Order, without further application to, or order of the Court, or further action by the respective officers, directors, managers, members, or equity holders of the Debtors or the Reorganized Debtors and with the effect that such actions had been taken by unanimous action of such officers, directors, managers, members, or equity holders.

No Material Actions or Proceedings. No legal, arbitrator, or governmental proceedings or investigations are pending or, to the knowledge of the Company or any of its subsidiaries, threatened to which the Company or any of its subsidiaries is a party, other than proceedings described in the Registration Statement or the Prospectus and such proceedings or investigations that would not, individually or in the aggregate, result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent.