Common use of Asset Sales Clause in Contracts

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Person, nor will the Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of assets that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business and (iii) the abandonment or other disposition of immaterial intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (b) sales, transfers and dispositions to the Borrower any Loan Party or a any Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted under by clauses (i) and (k) of Section 6.04(j); and6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 25,000,000 during any fiscal year the term of this Agreement; (h) leases or subleases of real or personal property in the Borrower, ordinary course of business and in accordance with the applicable Collateral Documents; and (i) transactions permitted by Section 6.03 or Section 6.04; provided that all sales, transfers, leases and other dispositions permitted -------- hereby in respect of property having a value in excess of $600,000 (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary that is a Loan Party to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) the sale of Equipment to the extent such Equipment is exchanged for credit against the purchase price of a similar replacement thereof, or the proceeds of such sale are reasonably promptly applied to the purchase price of such Equipment; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 500,000 during any fiscal year of the Borrower; and (h) licenses of patents, technology and know-how associated therewith to joint ventures in connection with the start-up of a joint venture. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 750,000 during any fiscal year Fiscal Year of the Borrower, Company. provided that all sales, transfers, leases Dispositions permitted under this Section 6.05 (other than those permitted by paragraphs (b) and other dispositions permitted -------- hereby (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower it permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers, leases and other dispositions of inventory, used or surplus equipment and or other obsolete assets, Permitted Investments and non-exclusive licenses of intellectual property, investments referred to in each case Section 6.04(h) in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)(i) sales of accounts receivable and related assets by a Foreign Subsidiary pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary does not exceed at any time $35,000,000 and (ii) sales of accounts receivables and related assets pursuant to the Specified Vendor Receivables Financing; (d) sales, the creation of Liens permitted by Section 6.02 and dispositions as a result thereof; (e) sales or transfers or that are permitted sale and leaseback transactions pursuant to Section 6.06; (f) sales and transfers that constitute part of an Acquisition Lease Financing; (g) Restricted Payments permitted by Section 6.08; (h) transfers and dispositions of assets constituting investments permitted under Section 6.04(j); and6.04; (ei) sales, transfers and other dispositions of property identified on Schedule 6.05; and (j) so long as no Event of Default shall have occurred and then be continuing, sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 (i) 15% of the aggregate fair market value of all assets of the Borrower (determined as of the end of its most recent fiscal year), including any Equity Interests owned by it, during any fiscal year of the Borrower, ; provided that such amount shall be increased, in respect of the fiscal year ending on December 31, 2016, and each fiscal year thereafter by an amount equal to the total unused amount of such permitted sales, transfers and other dispositions for the immediately preceding fiscal year (without giving effect to the amount of any unused permitted sales, transfers and other dispositions that were carried forward to such preceding fiscal year) and (ii) 35% of the aggregate fair market value of all assets of the Borrower as of the Closing Date, including any Equity Interests owned by it, during the term of this Agreement subsequent to the Closing Date; provided that (x) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b) or (h) above) shall be made for fair value and (other than y) all sales, transfers transfers, leases and other dispositions permitted under clause by clauses (bi), (j) or and (c)k) above shall be for at least 8075% cash consideration.

Asset Sales. The Borrower Borrowers will not, and will not ------------ permit any of its Subsidiaries their subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Borrowers permit any of it Subsidiaries their subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interests in such Subsidiarysubsidiaries, except: (a) sales of inventory, used used, surplus, obsolete or surplus outmoded machinery or equipment and Permitted Investments and non-exclusive licenses contributions of intellectual propertymerchandise to charitable organizations, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower Company or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not in connection with any financing transaction; (d) salesleases or subleases granted by the Company or any Subsidiary to third Persons not interfering in any material respect with the business of the Company or any subsidiary, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); andincluding retail store lease assignments and surrenders; (e) the sale, transfer or other disposition of patents, trademarks, copyrights and know-how (i) in the ordinary course of business or (ii) which, in the reasonable judgment of the Company or any Subsidiary, are determined to be uneconomical, negligible or obsolete in the conduct of business; (f) sale and leaseback transactions permitted by Section 6.06; or (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 20,000,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, license, lease or otherwise dispose of any asset, including any capital stock Equity Interest (other than Equity Interests of another Personthe Borrower) owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than directors’ qualifying shares and Equity Interests issued to the Borrower or another Subsidiary (each of the foregoing an “Asset Sale”), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, (ii) used or surplus equipment and (iii) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) Asset Sales made by any Broker Dealer Subsidiary in the ordinary course of business; (c) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or and other dispositions of assets constituting investments permitted under Section 6.04(j); andaccounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (e) sales, transfers, leases and other dispositions of property to the extent that such property constitutes an Investment permitted by Section 6.04; (f) leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary; (g) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (i) issuances of Equity Interests of IDCG and sales, transfers and other dispositions of Equity Interests of IDCG; and (j) so long as the Borrower would be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.08 and Section 6.09 as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01, Asset Sales of assets that are not otherwise permitted by any other clause of this Section; , provided that such (i) assets sold in any calendar year shall not, in the aggregate fair -------- market value aggregate, account for more than 20.0% of all assets sold, transferred Consolidated EBITDA or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 during any fiscal year more than 20.0% of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made ’s consolidated total revenues for fair value the prior calendar year and (other ii) as of any time of determination, such assets sold during the term of this Agreement shall not, in the aggregate, account for more than sales40.0% of Consolidated EBITDA or more than 40.0% of the Borrower’s consolidated total revenues, transfers in each case on a cumulative basis from January 1, 2010 through the most recently completed fiscal quarter for which financial statements are available. For the avoidance of doubt, the granting of Liens permitted by Section 6.02, the making of Investments permitted by Section 6.04, any mergers, consolidations, liquidations or dissolutions permitted by Section 6.03(a) and other dispositions any Restricted Payment permitted under clause (b) or (c)) by Section 6.06 will not be deemed to be Asset Sales for at least 80% cash considerationpurposes of this Section 6.05.

Asset Sales. The Holdings and the Borrower will not, and will not ------------ permit any of its Subsidiaries other Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any 92 asset, including any capital stock of another PersonEquity Interests owned by it, nor will the Borrower Holdings permit any of it its Restricted Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such SubsidiaryEquity Interests, except: (a) sales, transfers, leases or other dispositions of fiber optic cable capacity, sales of inventory, and sales of used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyCash Equivalent Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)issuances to the Borrower or any other Restricted Subsidiary of Equity Interests in any Restricted Subsidiary other than the Borrower; (d) sales, transfers or dispositions issuances to Holdings by the Borrower of assets constituting investments permitted under Section 6.04(j); andQualifying Equity Interests in the Borrower; (e) Permitted Telecommunications Asset Dispositions; (f) sales, transfers and dispositions of assets to the extent constituting Investments permitted under Section 6.04; (g) Restricted Payments permitted under Section 6.07(a) and payments of principal and interest permitted under Section 6.07(b); (h) the sale, transfer or other dispositions required by Section 5.17 or 5.18; (i) any transfer of Receivables and Related Transferred Rights (each as defined in the Security Agreement attached hereto as Exhibit K) in order to consummate a Permitted Receivables Transaction or to transfer such assets pursuant to a factoring arrangement; and (j) sales, transfers and dispositions of assets (other than Telecommunications Assets) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dSection 6.05(j) shall not exceed $10,000,000 25,000,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under Sections 6.05(e) and 6.05(j) shall be made (x) for fair value and (other than sales, transfers and other dispositions permitted under clause (by) or (c)) for only if at least 8075% of the consideration paid therefor is cash considerationor Cash Equivalent Investments (or, if less than 75%, the remainder of such consideration consists of Telecommunications Assets).

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers, leases, and dispositions of inventory, used or surplus equipment (i) inventory and Permitted Investments Service and non-exclusive licenses of intellectual property, in each case Rental Compressor Fleet Equipment in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property, or (iii) property no longer used or useful in connection with the business or operations of the Loan Parties; (b) sales, transfers transfers, leases, and dispositions of assets (including sales, transfers, and dispositions of Equity Interests) to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers, and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or transfers, and dispositions of assets constituting Permitted Investments and other investments permitted under by clauses (i) and (k) of Section 6.04(j); and6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) sales, transfers transfers, leases, and other dispositions of assets (other than Accounts (except as permitted in clause (c) above) or Equity Interests in a Subsidiary unless all Equity Interests owned by the Loan Parties in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 2,500,000 during any fiscal year of the BorrowerBorrowers; (h) leases, subleases, licenses and sublicenses in each case in the ordinary course of business and that do not materially interfere with the business of the Borrowers or the Subsidiaries. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationvalue.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any assetasset (other than assets sold, transferred, leased or otherwise disposed of in a single transaction or a series of related transactions with a fair market value of $25,000,000 or less), including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Restricted Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Restricted Subsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Restricted Subsidiary), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, used (ii) used, obsolete, damaged, worn out or surplus equipment equipment, (iii) property no longer used or, in the reasonable business judgment of Holdings, the Borrower or a Restricted Subsidiary, no longer useful in the conduct of the business of the Borrower or the Restricted Subsidiary (including Intellectual Property), (iv) immaterial assets and (v) cash and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Restricted Subsidiary; provided that any such sales, transfers transfers, leases or other dispositions to involving a Restricted Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) shall, to the extent applicable, be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps permitted under Section 6.04(isales, transfers and other dispositions or forgiveness of accounts receivable in connection with the compromise, settlement or collection thereof not as part of any accounts receivables financing transaction (including sales to factors and other third parties); (d) (i) sales, transfers or transfers, leases and other dispositions of assets constituting investments to the extent that such assets constitute an investment permitted under by clause (j), (l) or (n) of Section 6.04(j6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Restricted Subsidiary, unless all Equity Interests in such Restricted Subsidiary (other than directors’ qualifying shares) are sold) and (ii) sales, transfers, and other dispositions of the Equity Interests of a Restricted Subsidiary by the Borrower or a Restricted Subsidiary to the extent such sale, transfer or other disposition would be permissible as an Investment in a Restricted Subsidiary permitted by Section 6.04(e) or (u); and; (e) leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Restricted Subsidiary; (f) non-exclusive licenses or sublicenses of IP Rights granted in the ordinary course of business or other licenses or sublicenses of IP Rights granted in the ordinary course of business that do not materially interfere with the business of Holdings, the Borrower or any Restricted Subsidiary; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, and transfers of property arising from foreclosure or similar action with regard to, any asset of Holdings, the Borrower or any Restricted Subsidiary; (h) dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets; (i) dispositions permitted by Section 6.08; (j) dispositions set forth on Schedule 6.05; (k) sales, transfers transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided that no Event of Default has occurred and is continuing or would result therefrom; (l) sales, transfers or other dispositions of accounts receivable in connection with Permitted Receivables Facilities; (m) sales, transfers or other dispositions of any assets (including Equity Interests) (A) acquired in connection with any acquisition or other investment permitted under Section 6.04, which assets are not used or useful to the aggregate fair -------- market value of all assets sold, transferred core or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 during any fiscal year principal business of the BorrowerBorrower and the Restricted Subsidiaries and/or (B) made to obtain the approval of any applicable antitrust authority in connection with an acquisition permitted under Section 6.04; (n) sales, transfers or other dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (o) sales, transfers or other dispositions pursuant to any sale and leaseback transactions permitted under Section 6.06(b); provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (a)(iii), (a)(iv) and (b)) for a purchase price in excess of $25,000,000 shall be made for fair value (as determined in good faith by the Borrower), and (other than at least 75% of the consideration from all sales, transfers transfers, leases and other dispositions permitted under hereby (other than those permitted by clause (b), (d), (g) or (ch)) since the Amendment and Restatement Effective Date, on a cumulative basis, is in the form of cash or Permitted Investments; provided further that (i) any consideration in the form of Permitted Investments that are disposed of for cash consideration within 30 Business Days after such sale, transfer or other disposition shall be deemed to be cash consideration in an amount equal to the amount of such cash consideration for purposes of this proviso, (ii) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable sale, transfer, lease or other disposition and for which the Borrower and all the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration in an amount equal to the liabilities so assumed and (iii) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at least 80% that time outstanding, not in excess of $45,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration.

Asset Sales. The During a Non-Investment Grade Period, each of Intermediate Holdings and the Borrower will not, and will not ------------ permit any of its Subsidiaries subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Person, nor will the Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such SubsidiaryEquity Interest owned by it, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of businessbusiness and periodic clearance of aged inventory; (b) sales, transfers and other dispositions of Equity Interests to Intermediate Holdings, the Borrower or a any Subsidiary (other than any SPE Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04); (c) Asset Swaps permitted under Section 6.04(i)sales of assets received by Intermediate Holdings, the Borrower or any Subsidiary upon the exercise of a power of sale or foreclosure by Intermediate Holdings, the Borrower or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default; (d) saleslicensing and cross-licensing arrangements entered into in the ordinary course of business of Intermediate Holdings, transfers the Borrower or dispositions any Subsidiary involving any technology or other intellectual property of assets constituting investments permitted under Section 6.04(j); andIntermediate Holdings, the Borrower or such Subsidiary; (e) sales, transfers and other dispositions by any Subsidiary to Intermediate Holdings or the Borrower; (f) sales, transfers and other dispositions of assets Receivables and Related Assets pursuant to any Permitted Receivables Financing; (g) sales, transfers and other dispositions that are not permitted by any other clause of this Section; Section 6.05, provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 during any fiscal year of Intermediate Holdings the Borroweramount that is equal to 10% of Consolidated Total Assets as of the end of the immediately preceding fiscal year of Intermediate Holdings; (h) licensing of assets that constitute technology or other intellectual property to joint ventures in connection with investments permitted by Section 6.04; and (i) sales of assets pursuant to a transaction permitted by Section 6.03(a), provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) or (c)e) above) shall be made for at least 80% cash considerationfair market value.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales Dispositions of inventory(i) Inventory in the ordinary course of business, used including pursuant to licensing arrangements in Canada acceptable to the Administrative Agent in its Permitted Discretion, and (ii) used, obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions Dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)Dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) salesDispositions of Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) Dispositions resulting from any casualty or other insured damage to, transfers or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) dispositions of assets constituting property as a result of a casualty event involving such property or any disposition of real property to a Governmental Authority as a result of a condemnation of such real property; (h) dispositions consisting of Liens permitted by Section 6.02 (other than by reference to this Section 6.05 or any clause hereof); (i) dispositions consisting of Investments permitted by Section 6.04 (other than by reference to this Section 6.05 or any clause hereof); (j) dispositions of investments in joint ventures, to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements entered into in connection with an investment permitted under Section 6.04(j)hereunder; (k) settlement or termination of Swap Agreements; (l) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (em) salesthe surrender, transfers waiver or settlement of contractual rights in the ordinary course of business, or the surrender, waiver or settlement of claims and dispositions litigation claims (whether or not in the ordinary course of business) so long as the amount in controversy is less than $100,000; (n) Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed Disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 100,000 during any fiscal year of the Borrower, ; provided that all salesDispositions permitted under this Section 6.05 (other than those permitted by paragraphs (b), transfers(d), leases (f), (g), (h), (i), (j) and other dispositions permitted -------- hereby (m) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Borrower a Restricted Subsidiary), nor will the Borrower permit any of it Subsidiaries Restricted Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiaryRestricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04) involving aggregate payments or consideration for assets having a Fair Market Value in excess of $2,500,000 for any individual transaction or series of related transactions, except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used damaged, obsolete, worn out, negligible or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business;, (b) sales, transfers and dispositions to the Borrower or a any Restricted Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Non-Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04;6.09, (c) Asset Swaps permitted under Section 6.04(i);sales, transfers and dispositions of products, services or accounts receivable (including at a discount) in connection with the compromise, settlement or collection thereof consistent with past practice, (d) sales, transfers or and dispositions of assets constituting investments property to the extent such property constitutes an investment permitted under by clauses (b), (h), (l) and (n) of Section 6.04(j); and6.04, (e) sale and leaseback transactions permitted by Section 6.06, (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary, (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Restricted Subsidiary unless all Equity Interests in such Restricted Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that Section 6.05, (h) exchanges of property for similar replacement property for fair value, (i) assets set forth on Schedule 6.05, (j) the aggregate fair -------- market value sale or other disposition of all Permitted Investments, (k) the sale or disposition of any assets soldor property received as a result of a foreclosure by the Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (l) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice, (m) the sale, transferred lease, conveyance, disposition or otherwise disposed other transfer of (a) the Equity Interests of, or any Investment in, any Unrestricted Subsidiary or (b) Investments (other than Investments in reliance upon this any Restricted Subsidiary) made pursuant to clause (ds) shall of Section 6.04, (n) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind, (o) leases or subleases to third persons in the ordinary course of business that do not exceed $10,000,000 during interfere in any fiscal year material respect with the business of the BorrowerBorrower or any of its Restricted Subsidiaries, and (p) the sale of Equity Interests in joint ventures to the extent required by or made pursuant to, customary buy/sell arrangements entered into in the ordinary course of business between the joint venture parties and sent forth in joint venture agreements. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b), (c), (f), (l), (n) and (p) above) shall be made for fair value and (other than those permitted by paragraphs (b), (d), (h), (l), (n) and (p) above) for at least 75 % cash consideration, plus (for all such sales, transfers transfers, leases and other dispositions permitted under clause hereby) an aggregate additional amount of non-cash consideration in the amount of $20,000,000 (bit being understood that for purposes of paragraph (a) above, accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or (c)) for at least 80% surplus equipment or property and any non-cash consideration that was actually converted into cash within 6 months following the applicable sale, transfer, lease or other disposition by the Borrower or any of its Restricted Subsidiaries shall be deemed to constitute cash consideration).

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales Dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions Dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a aother Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09(a); (c) Asset Swaps permitted under Section 6.04(i)Dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) salesLiens permitted by Section 6.02, transfers or dispositions of assets constituting investments Investments permitted under by Section 6.04(j); and6.04 and Restricted Payments permitted by Section 6.08; (e) salesas long as no Event of Default has occurred and is continuing or would result therefrom, transfers Dispositions of real estate, including fee and/or leasehold interests (or Dispositions of any Person or Persons created to hold such real estate interests or the Equity Interests in such Person or Persons), including sale and dispositions leaseback transactions involving any such real estate pursuant to leases on market terms, as long as such Disposition is made for fair market value; (f) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) [reserved];Dispositions of the Inventory of a Loan Party not in the ordinary course of business in connection with store closings, at arm’s length; provided, that (i) all Net Cash Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.11(b)(ii) and, (ii) such store closures and related Inventory Dispositions shall not exceed in the aggregate from and after the First Amendment Effective Date, twenty-five percent (25.0%) of the number of the Loan Parties’ stores in existence as of the First Amendment Effective Date (net of new store openings); provided, further, that all sales of Inventory in connection with store closings shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent and the FILO Agent; (h) non-exclusive licenses of intellectual property of a Loan Party or any of its Subsidiaries in the ordinary course of business; and(i) non-exclusive licenses and non-exclusive sub-licenses of Intellectual Property granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any Subsidiary, taken as a whole, or (y) secure any Indebtedness, (ii) the allowance of the abandonment, cancellation, lapse or other Disposition of Intellectual Property (other than any Material Intellectual Property) that is immaterial to or no longer used, useful or economically practicable to maintain in the conduct of the business of the Loan Parties or any of its Subsidiaries and (iii) in connection with the Disposition permitted pursuant to Section 6.05(j) or (k), an exclusive license, in form and substance reasonably acceptable to the Administrative Agent and the FILO Agent with respect to customary sell-through provisions, with respect to such geographic territory, of limited time duration, in fields of use or of customized products for specific customers in exchange for royalty payments; provided, however, in connection with any such exclusive license of Intellectual Property in connection with a Disposition permitted pursuant to Section 6.05(j), the FILO Agent may engage an appraiser to conduct an Acceptable IP Appraisal (for the avoidance of doubt, the number of any such appraisals shall not be limited by the terms of Section 5.11(b) and shall be at the Loan Parties’ expense); (i) Dispositions of assets that are not permitted by any other clause of this Section; provided that the , in an aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall amount not to exceed $10,000,000 during any fiscal year the term of the Borrowerthis Agreement, provided that all sales, transfers, leases and other dispositions permitted -------- hereby as a condition to any such Disposition (i) such Disposition shall be made for fair value and at least 75% cash consideration, (ii) no Event of Default shall have occurred and be continuing at the time of, or would result from, such Disposition, (iii) if applicable, the Company shall have redetermined the Borrowing Base pursuant to Section 5.01(e) and Availability, and shall have prepaid[reserved], (iv) all Net Cash Proceeds received in connection therewith are applied to the Obligations pursuant toif then required in accordance with Section 2.11, in each case, after giving pro forma effect to such Disposition(b) and (ivv) after giving pro forma effect to any adjustment to the Revolving Borrowing Base and the FILO Borrowing Base arising from such Disposition, the Payment Condition shall be satisfied with respect to such Disposition; provided further that, the Loan Parties may make (j) Dispositions pursuant to this Section 6.05(i) of (A) all or substantially all of theof assets or 100% ofcomprising the Equity Interests of a Subsidiary disclosed separately to the Administrative Agent and the Lenders prior to the Restatement Effective Date so long as such Subsidiary is not a Loan Party at the time of such Disposition and (B) additional assets of up to $100,000,000 during the term of this Agreement, so long as, in any such case clauses (i), (ii) and (iii) of the immediately preceding proviso are satisfied with respect thereto; and provided further that for purposes of the foregoing clause (i)(i), the amount of (x) any liabilities (as shown on the Company’s most recent balance sheet or in the notes thereto) of the Company or any Subsidiary (other than salesliabilities that are by their terms subordinated to the Secured Obligations) that are assumed by the transferee of any such assets and from whichentities organized in Canada or assets, transfers revenue, inventory and other dispositions permitted under operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or would immediately result therefrom (ii) the Company or any Subsidiaryshall have been validly released by all creditors in writing, (y) any securities received by the Company or any Subsidiary from such transferee that are converted by the Company or any Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Dispositions, and (z) except in the case of the sale of Collateral, any Designated Noncash Consideration received by the Company or any Subsidiary in such asset sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (bz) not to exceed $100,000,000 in the aggregate during the term of this Agreement, shall be deemed to be cash for purposes of this paragraph;redetermined the Revolving Borrowing Base, the FILO Borrowing Base and Availability and shall deliver an updated Borrowing Base Certificate on the date of, and giving pro forma effect to such Disposition (for the avoidance of doubt, eliminating the value of the Eligible Tradenames attributable to the Canadian operations so Disposed) and (iii) the Payment Condition shall be satisfied, on a pro forma basis, immediately before and after giving effect to such Disposition; provided, for the avoidance of doubt, in connection with any such Disposition, exclusive licenses contemplated by Section 6.05(h) shall be permitted; provided, however, (k) Dispositions of Equity Interests or assets, revenue, inventory and other operations comprising the business and stores relating to Home & More, S.A. de C.V. (cwhether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or would immediately result therefrom, and (ii) the Company shall have redetermined the Revolving Borrowing Base, the FILO Borrowing Base and Availability; provided, for at least 80% cash consideration.the avoidance of doubt, in connection with any such Disposition, exclusive licenses contemplated by Section 6.05(h) shall be permitted; and (l) Dispositions of assets comprising the Subject Note, so long as, no Event of Default has occurred and is continuing or would immediately result therefrom;

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any assetproperty, including any capital stock of another PersonEquity Interest owned by it (in each case, whether now owned or hereafter acquired), nor will the Borrower permit any of it Subsidiaries to Subsidiary issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Subsidiary in compliance with Section 6.04(d)), except: (a) sales the transfer of Propco Equity Interests held by the Borrower or any of its Subsidiaries in exchange for Indebtedness of the Borrower; (b) sales, transfers, leases or other dispositions of (i) inventory, used (ii) obsolete, worn-out, used, no longer useful or surplus property or equipment and Permitted Investments and non-exclusive licenses of intellectual property(iii) Cash Equivalents, in the case of each case of clauses (i), (ii) and (iii), in the ordinary course of business; (bc) sales, transfers transfers, leases and other dispositions (including issuance of Equity Interests) to the Borrower or a SubsidiaryWireline Company; provided that any such salessale, transfers transfer, lease or dispositions to other disposition involving a Subsidiary -------- that is not a Loan Collateral Support Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance comply with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)6.09; (d) (x) leases or subleases of property, and licenses or sublicenses of intellectual property, in each case entered into in the ordinary course of business; (y) licenses and sublicenses of intellectual property granted to Propco and its Subsidiaries, in the case of each of (x) and (y), to the extent that any such lease, sublease, license or sublicense does not materially interfere with the business of any Wireline Company and (z) capital improvements that are made to property that is leased pursuant to the terms of that lease, including the Master Lease; (e) dispositions or write-downs of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or bankruptcy or similar proceedings; (f) any Restricted Payment permitted under Section 6.08; (g) Permitted Asset Exchanges; (h) sales of assets in connection with any Sale and Leaseback Transaction permitted under Section 6.06; (i) dispositions of property constituting Investments permitted under Section 6.04(g) and Section 6.04(u); (j) dispositions of assets consisting of transactions permitted under Section 6.03; (k) sales, transfers, leases and other dispositions of property to the extent that such property consists of an Investment permitted by Section 6.04(p); (l) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (m) the purchase and sale or other transfer (including by capital contribution) of Receivables Assets pursuant to Permitted Receivables Financings; (n) sales, transfers or other dispositions of assets constituting investments permitted property to Propco or its Subsidiaries so long as such property is leased by Propco and/or its Subsidiaries to Holdco under Section 6.04(j)the Master Lease substantially simultaneously with such sale, transfer or other disposition; and (eo) sales, transfers transfers, leases and other dispositions of assets (except Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value Fair Market Value of all assets sold, transferred or otherwise disposed of in reliance upon on this clause (do) shall not at any time exceed the greater of $10,000,000 during 750,000,000 and 10% of Total Assets (with the Fair Market Value of each item of non-cash consideration being measured at the time received and without giving effect to any fiscal year of the Borrower, subsequent changes in value); provided that all any sales, transfers, leases and other dispositions permitted -------- hereby by clauses (g), (h), (k), (n) or (o) of this Section shall be (x) made for Fair Market Value and (y) in the case of sales, transfers, leases and other dispositions permitted by clauses (h), (n) or (o) of this Section shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash considerationCash Consideration.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it its Restricted Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Restricted Subsidiary, except: (a) sales or dispositions of cash, inventory, used used, obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) (i) sales, transfers and dispositions to the Borrower or a Restricted Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with the making of an investment permitted by Section 6.046.04 or (iii) Restricted Payments permitted by Section 6.08; (c) Asset Swaps permitted under Section 6.04(i)sales of accounts receivable (i) that are delinquent or the amount of which is in dispute, in each case in connection with the compromise or collection thereof in the ordinary course of business, or (ii) of any account debtor in connection with the termination, wind-down or restructuring of the relationship with such account debtor in the ordinary course of business; (d) sales, transfers or and other dispositions of assets constituting investments permitted under Section 6.04(j); and (eother than the sale of less than all of the Equity Interests in a Subsidiary owned by the Borrower and its Subsidiaries) sales, transfers and dispositions of assets that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 during 100,000,000 in the aggregate prior to the Maturity Date and no more than $25,000,000 in any fiscal year four quarter period; (e) the lease, assignment or sublease of any real or personal property in the Borrower, ordinary course of business; (f) the granting of Liens not prohibited hereby; and (g) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than for at least 75% cash consideration and provided further, that the aggregate noncash consideration received for all sales, transfers transfers, leases and other dispositions permitted under clause Sections 6.05 (b) or a), (c), (d), (e) for at least 80% cash considerationand (g) shall not exceed $20,000,000.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Subsidiary in compliance with Section 10.4.(e)(i)), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, (ii) used or surplus equipment and (iii) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; , provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.0410.8.; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (d) sales, transfers or transfers, leases and other dispositions of assets constituting investments property to the extent that such property constitutes an investment permitted under by clause (f), (h) or (j) of Section 6.04(j10.4. or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); and; (e) sale and leaseback transactions not prohibited by any other Section of this Article X.; (f) leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (g) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (i) sales, transfers and other dispositions of assets (other than a Collateral Property) or any direct or indirect interest therein, provided that promptly following the receipt of any cash proceeds from such sale, transfer or disposition, the Borrower or the applicable Subsidiary will use such proceeds to (x) acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Loan Parties, or make investments pursuant to Section 10.4.(b), in each case within nine months of such receipt or (y) repay outstanding Indebtedness; (j) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold, and other than a Collateral Property) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of (or commit to sell, transfer, lease or otherwise dispose of) any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (f) the sale of certain assets related to the ST-50 side-by-side utility vehicle and trailer, and entry into a technology license agreement with Carnhart International, Inc. or its affiliate as a buyer and licensee pursuant to Section 6.04(j)9.12(tt)(vi) of the Stock Purchase Agreement; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that (i) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 500,000 during any fiscal year of the BorrowerBorrower and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such sale, transfer or other disposition or could be reasonably expected to result therefrom; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (e) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest owned by it or income or revenues (including accounts receivable) or rights in respect of another Personany thereof, nor will the any Borrower permit or any of it Subsidiaries to Subsidiary issue any additional shares of such Subsidiary's capital stock Equity Interest (other than to another Borrower or other ownership interest another Subsidiary in such Subsidiarycompliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business (including inventory held for sale pursuant to Section 6.04(p)), used (ii) used, obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business, (iii) securities of trade creditors or customers received pursuant to any dispute settlement, plan of reorganization or similar arrangement following the bankruptcy or insolvency of such trade creditor or customer and (iv) intellectual property that is no longer material to the conduct of the business of the Loan Parties; (b) sales, transfers and dispositions of assets to the any Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a other Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Party; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) licenses and sublicenses of intellectual property granted in the ordinary course of business; (h) subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings and its Subsidiaries taken as a whole; and (ei) other sales, transfers and dispositions of assets that are not permitted by any other clause of this Sectionassets; provided that that, both immediately before and immediately after giving pro forma effect to such sales, transfers or dispositions, no Event of Default shall have occurred and be continuing and the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) Payment Condition shall not exceed $10,000,000 during any fiscal year of the Borrower, be satisfied; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above and abandonment of intellectual property no longer material to the business of the Loan Parties) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% all cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales Dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property other than Inventory in the ordinary course of business; provided, that the aggregate market value of all assets sold under this clause (a)(ii), shall not exceed $1,000,000 in the aggregate in any Fiscal Year; (b) sales, transfers and dispositions Dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)Dispositions of Accounts consisting of the compromise, settlement or collection thereof; (d) sales, transfers or dispositions Dispositions of assets constituting Permitted Investments and other investments permitted under by clauses (i) and (j) of Section 6.04(j); and6.04; (e) salesSale and Leaseback Transactions permitted by Section 6.06; (f) Dispositions resulting from any casualty or other insured damage to, transfers and dispositions or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed Disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 500,000 during any fiscal year Fiscal Year; and (h) Dispositions of accounts receivable by the BorrowerBorrower pursuant to any Trade Receivables Purchase Program, provided that upon the occurrence and during the continuation of any Default, the Borrower’s right to sell accounts receivable under any Trade Receivables Purchase Program shall terminate at the written direction of the Administrative Agent. provided that all sales, transfers, leases Dispositions permitted hereby (other than those permitted by paragraphs (b) and other dispositions permitted -------- hereby (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries the Subsidiary Loan Parties to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries the Subsidiary Loan Parties to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used used, obsolete, worn-out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a an Excluded Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary Loan Party) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dc) shall not exceed (i) $10,000,000 20,000,000 during the fiscal year of the Borrower ending on December 31, 2006, (ii) $25,000,000 during any fiscal year of the BorrowerBorrower ending thereafter and (iii) $100,000,000 in the aggregate on a cumulative basis from the Effective Date; (d) sales of fixed or capital assets pursuant to sale and lease-back transactions, to the extent expressly permitted by Section 6.06; and (e) any Asset Swap Transaction; provided that to the extent that any consideration (other than a Broadcasting Asset or all the Equity Interests in a Person or group of affiliated Persons owning a Broadcasting Asset) is received by any Loan Party in connection with such transaction, such transaction shall be treated as a sale of the relevant assets that must comply with clause (c) above; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) or and (c)e) above) solely for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Person, nor will the Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such SubsidiaryEquity Interest owned by it, except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business, or of property no longer used or useful in the conduct of the business of the Subsidiaries; (b) sales, leases, transfers and dispositions to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, leases, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting (i) investments permitted under by clauses (a), (h), (i), (j) and (p) of Section 6.04(j); and6.04, (ii) investments permitted by clause (b) of Section 6.04 by a Loan Party to another Loan Party and by a Subsidiary that is not a Loan Party to a Loan Party or any Subsidiary and (iii) other investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; (e) Sale and Lease-Back transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings or any Subsidiary (a “Recovery Event”); (g) sales, transfers and other dispositions of assets that are not otherwise permitted by any other clause paragraph of this SectionSection made for fair market value; provided that (i) in the aggregate fair -------- market value case of all any sale, transfer or disposition of assets soldthat is not ABL Collateral, transferred with respect to any such sale, transfer or otherwise disposed disposition for a purchase price in excess of $10,000,000, Holdings or a Subsidiary shall receive not less than 75% of such consideration in reliance upon the form of cash or Permitted Investments; provided that, for purposes of determining what constitutes cash under this clause (di), (A) any liabilities (as shown on Holdings’ or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable sale, transfer or disposition and for which Holdings and all of the Subsidiaries shall not exceed have been validly released by all applicable creditors in writing, (B) any securities received by Holdings or such Subsidiary from such transferee that are converted by Holdings or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable sale, transfer or disposition and (C) during the term of this Agreement, up to $10,000,000 during of consideration that is not in the form of cash and Permitted Investments may nevertheless be treated as such so long as the Borrower Agent has given the Agent written notice thereof, (ii) in the case of any fiscal year sale, transfer or disposition of ABL Collateral, Holdings or a Subsidiary shall receive not less than 100% of such consideration in the Borrowerform of cash or Permitted Investments and shall, provided that all salesconcurrently therewith, transferssubmit an updated Borrowing Base Certificate to the Agent after giving effect to such transaction, leases (iii) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and other dispositions permitted -------- hereby shall be made for fair value continuing, (iv) to the extent applicable, the Net Cash Proceeds thereof are used to prepay the Revolving Loans as required by Section 2.11(c) and (other than v) the aggregate consideration received in connection with all such sales, transfers and other dispositions permitted under clause during any fiscal year of Holdings shall not exceed 20% of Consolidated Net Tangible Assets as of the last day of the immediately preceding fiscal year; (bh) sales, leases, transfers and dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (c)ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (i) sales, leases, transfers and dispositions permitted by Sections 6.03 and 6.08 and Liens permitted by Section 6.02; (j) leases, subleases, space leases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Group Members; (k) sales, leases, transfers and dispositions listed on Schedule 6.05; (l) sales, transfers and other dispositions of assets pursuant to the Crude Oil Intermediation Agreement; and (m) sales, transfers and other dispositions of assets not constituting Collateral; provided that (i) after giving effect to any such sale, transfer or disposition, no Event of Default shall have occurred and be continuing and (ii) the Net Cash Proceeds of such sale, transfer or disposition are concurrently reinvested by Holdings and the Subsidiaries in their business for at least 80% cash considerationgeneral working capital purposes.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets by any Loan Party to the Borrower any other Loan Party or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 1,000,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under this Section 6.05 (other than those permitted by paragraphs (b), (d) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower Company will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Company permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Company or another Subsidiary in compliance with paragraph 6C), except: (i) sales, transfers and dispositions of (a) sales inventory in the ordinary course of inventorybusiness and (b) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (bii) sales of Securitization Receivables and other Purchased Assets (as defined in the Securitization Documents) to the Securitization SPE; (iii) sales, transfers and dispositions to the Borrower Company or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party an Obligor shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04paragraph 6K; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (eiv) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (v) sales, transfers and dispositions of investments permitted by clauses (ix) and (xi) of paragraph 6C; (vi) sale and leaseback transactions permitted by paragraph 6P; (vii) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or any Subsidiary; and (viii) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; paragraph, provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dviii) shall not exceed $10,000,000 2,500,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (ii) and (vi) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Person, nor will the Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such Subsidiary, except:119 (a) sales sales, transfers and Dispositions of inventory(i) Inventory in the ordinary course of business, used (ii) Permitted Investments in the ordinary course of business and (iii) used, obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions Dispositions of assets to the any Borrower or a any Restricted Subsidiary; , provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and Dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) salesSale and Leaseback Transactions permitted by Section 6.06; (e) Dispositions resulting from any casualty or other insured damage to, transfers or dispositions any taking under power of assets eminent domain or by condemnation or similar proceeding of, or confiscation or requisition of use of, any property or asset of any Borrower or any Restricted Subsidiary; (f) to the extent constituting investments a Disposition or transfer, the making of Investments permitted under Section 6.04(j); and6.04, the granting of Liens permitted under Section 6.02 and the making of Restricted Payments permitted under Section 6.08; (eg) abandonment, cancellation or Disposition of any intellectual property of any Loan Party in the ordinary course of business; (h) sales, transfers and dispositions other Dispositions of assets (other than (i) Equity Interests in a Restricted Subsidiary unless all Equity Interests in such Restricted Subsidiary are sold, (ii) Accounts, and (iii) Inventory and (iv) Compressco Units) that are not permitted by any other clause of this Section; Section 6.05, provided that (i) such Dispositions are made for fair value, (ii) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed Disposed of in reliance upon this clause paragraph (dh) shall not exceed $10,000,000 25,000,00050,000,000 during any fiscal year of the BorrowerCompany and (iii) at least 75% of the total consideration for any such Disposition shall be received by the Borrower and its Restricted Subsidiaries in the form of cash or Cash Equivalents; (i) any Disposition of the Company’s Equity Interests pursuant to any employee or director option program, benefit plan or compensation program; (j) the granting of Liens permitted under Section 6.02; (k) the use or transfer of cash and Permitted Investments in a manner that is not prohibited by the terms of this Agreement or the Collateral Documents; (l) the leasing or subleasing of assets of any Loan Party or its Subsidiaries in the ordinary course of business; (m) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company to the extent not prohibited hereunder; (n) equity contributions and other transfers from a Loan Party to any of its Subsidiaries that is a Loan Party; (o) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; and provided that all sales, transfers, leases and other dispositions Dispositions permitted -------- hereby by this Section 6.05 other than those permitted by paragraphs (b), (e), (g), (i), (j), and (n) above, shall be made for fair value and (other than sales, transfers and other dispositions those permitted under clause by paragraphs (b), (e), (g), (i), (j), (m), (n) or and (c)o) shall be made for at least 80% seventy-five percent (75%) cash considerationconsideration (p) Dispositions of Lithium Rights pursuant to that certain License, Exploration and Option Agreement dated May 2, 2018, by and among TETRA Technologies, Inc., California Lithium Ltd., and Standard Lithium Ltd in connection with the exercise of the option to acquire such assets thereunder.

Asset Sales. The Borrower Loan Parties will not, and will not ------------ permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by them, nor will the Borrower permit any of it its Subsidiaries to to, directly or indirectly, issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (ai) sales of inventoryinventory or used, used surplus, obsolete, outdated, inefficient or surplus worn out equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case other property in the ordinary course of business; (bii) sales, transfers and dispositions to the Borrower or a Subsidiaryany Subsidiary Loan Party; provided that any such in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable; (iii) sales, transfers or and dispositions to a by any Subsidiary -------- that is not a Loan Party shall to any Wholly Owned Subsidiary of the Borrower; (iiv) be deemed an investment the lease or sublease of Real Property in such Subsidiary the ordinary course of business and not constituting a sale and leaseback transaction; (iiv) be made in compliance with sales of Permitted Investments on ordinary business terms; (vi) Liens permitted by Section 6.02 and Investments permitted under Section 6.04; (cvii) Asset Swaps permitted under Section 6.04(i)the lease of certain facilities of Chicopee located in Little Rock, Arkansas; (dviii) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); andthe Permitted Restructuring; (eix) sales, transfers and dispositions of assets that are (other than Equity Interests of a Subsidiary) not otherwise permitted by any other clause of under this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dix) shall not exceed $10,000,000 during 35.0 million in the aggregate and the Net Proceeds thereof are applied as required by Section 2.05(c)(iii); (A) issuances of Equity Interests by any fiscal year Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary of the Borrower and (B) capital contributions by the Borrower or any Wholly Owned Subsidiary of the Borrower to any Subsidiary of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash consideration.; and

Asset Sales. The Borrower Parent and the Borrowers will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, consummate any Asset Sale nor will the Borrower Parent or the Borrowers permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, Subsidiary except: (a) sales sales, transfers, leases or other dispositions of inventory, used used, surplus or surplus obsolete equipment or other property, the lease or sublease of real property or equipment, or, pursuant to an operating lease, of any other asset and sales, transfers or other dispositions of cash and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and dispositions or issuances to the Borrower Borrowers or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a another Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Party; (c) Asset Swaps sales, transfers, leases and dispositions permitted under by clauses (i), (ii) and (iv) of Section 6.04(i6.03(a); (d) sales, transfers the transfer or dispositions other disposition of assets constituting investments permitted under Section 6.04(j); andPermitted Investments; (e) the non-exclusive license or sublicense of patents, trademarks, copyrights, know- how or other intellectual property to third Persons in the ordinary course of business; (f) the sale, transfer, lease or other disposition of property, plant or equipment to the extent that such property, plant or equipment is exchanged for, or for credit against the purchase price of, other property, plant or equipment used or useful in a business of the Loan Parties or the proceeds of such sale, transfer or other disposition are reasonably promptly applied to the purchase price of such property, plant or equipment used or useful in the business operations of the Loan Parties; (g) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales, transfers transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 1,000,000 during any fiscal year of the BorrowerParent and $5,000,000 in the aggregate during the term of this Agreement; provided further that, provided that all sales, transfers, leases and other dispositions permitted -------- hereby by this clause (g) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) shall be made for at least 80% cash consideration; (h) sale and leaseback transactions permitted by Section 6.06; (i) Investments permitted by Section 6.04, Liens permitted by Section 6.02, and Restricted Payments permitted by Section 6.08; (j) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction; (k) any disposition of assets to Parent or any of its Subsidiaries in connection with the Closing Date Transactions; (l) sales, transfers, leases or dispositions of property, plant or equipment (including damage, destruction or demolition of same) as a result of or in connection with a casualty or condemnation; and (m) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales, transfers, leases and other dispositions of assets to the Chinese Joint Venture, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (m) shall not exceed $15,000,000 in the aggregate during the term of this Agreement. To the extent the Required Lenders waive the provisions of this Section 6.05 with respect to the sale, transfer, lease or other disposition of any Collateral or any Subsidiary, or any Collateral or any Subsidiary is sold, transferred, leased or otherwise disposed of as permitted by this Section 6.05, (i) such Collateral (unless transferred to a Loan Party) shall, subject to Section 9.02(b), (except as otherwise provided above) be sold, transferred, leased or otherwise disposed of free and clear of the Liens created by the Loan Documents and (ii) such Subsidiary shall be released from its obligations under the Loan Documents and, in each case, the Collateral Agent shall take any actions (including, without limitation, directing any collateral agent to take such actions) reasonably requested by the U.S. Borrower therewith, together with the necessary documentation, to release any such Liens or obligations and evidence the foregoing.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease lease, license, allow to lapse or expire, or otherwise dispose of (whether effected pursuant to a division or otherwise) any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to another Subsidiary in compliance with Section 6.04(c)) (each, a “Disposition”), except: (a) sales Dispositions of (i) inventory, used (ii) used, obsolete, damaged or surplus equipment and (iii) cash, cash equivalents and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers and dispositions Dispositions to the Borrower or a Subsidiary; provided that provided, that, any such sales, transfers transfers, leases, licenses or other dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.08; (c) Asset Swaps permitted under Section 6.04(i)Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (d) sales, transfers or dispositions Dispositions of assets constituting investments to the extent that such assets constitute an Investment referred to in and permitted under by clause (g) or (l) of Section 6.04(j6.04 (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary (other than directors’ qualifying shares) are sold); and; (e) salesSale/Leaseback Transactions involving the sale of fixed or capital assets by any Subsidiary for cash consideration in an amount not less than the fair value of such fixed or capital asset and consummated within 180 days after such Subsidiary acquires or completes the construction of such fixed or capital asset; (f) licenses, transfers and dispositions leases or subleases (excluding Intellectual Property) entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings or any Subsidiary; (g) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings or any Subsidiary; (h) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any of Holdings or any Subsidiary; (i) Dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets; (j) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements; (k) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property or rights relating thereto to the extent that Holdings determines in good faith such abandonment, cancellation, non-renewal or discontinuance of use or maintenance to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary (other than directors’ qualifying shares) are sold) that are not permitted by any other clause of this SectionSection 6.05; provided that provided, that, the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed of in reliance upon this clause (dl) shall not exceed $10,000,000 75,000,000 during any fiscal year of Holdings; (m) Holdings may liquidate, unwind or otherwise dispose of Call Spread Options for cash at fair market value in a manner not prohibited by the Borrowerterms of the Loan Documents; and (n) Dispositions of assets by any TriNet Captive Insurance Subsidiary or by any TriNet Trust, provided that in each case in the ordinary course of business (including in connection with any factoring arrangement); provided, that, all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (a), (b), (c), (f), (g), (h), (j) and (k)) shall be made for fair value and in the case of any Dispositions under clause (l) or clause (d) (other than sales, transfers and other dispositions permitted under clause (b) or (c)those involving consideration less than $25,000,000) for at least 8075% cash considerationCash Consideration payable at the time of such sale, transfer or other disposition.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Holdings permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in the ordinary course of business in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments an investment permitted under by Section 6.04(j); and6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings or any Subsidiary; (g) sales, transfers and other dispositions of assets that are not permitted by any other clause of this Section; provided that both immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of since the Effective Date in reliance upon this clause (dg) shall not exceed $10,000,000 during any fiscal year 25,000,000 in the aggregate; provided further that, so long as no Default or Event of Default has occurred and is continuing or after giving effect to such transaction, in addition to the foregoing, the Loan Parties and their Subsidiaries may make unlimited sales, transfers, leases or dispositions of assets so long as after giving effect to such disposition the Total Net Leverage Ratio, calculated on a pro forma basis, would not exceed 1.50:1.00; (h) Restricted Payments permitted by Section 6.08, transactions permitted by Section 6.03 and Liens permitted by Section 6.02; (i) the non-exclusive licensing or sublicensing of Intellectual Property rights in the ordinary course of business; (j) the abandonment or cancellation of intellectual property, in the reasonable judgment of the Borrower, that is no longer used or useful in any material respect in the business of Holdings and its Subsidiaries, taken as a whole; (k) dispositions of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) dispositions of cash and cash equivalents in the ordinary course of business for consideration consisting of cash or cash equivalents; (m) any surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business; (n) sales of assets received by the Borrower or any Subsidiary Guarantor from Persons other than the Borrower or a Subsidiary Guarantor upon foreclosure on a Lien in favor of the Borrower of such Subsidiary; (o) dispositions of non-core, duplicative or unnecessary assets that were acquired in connection with a Permitted Acquisition; provided, that any such disposition shall be made or contractually committed to be made within 365 days of the date such assets were acquired by Borrower or any of its Subsidiaries; and (p) to the extent constituting a sale, disposition or transfer of assets, the sale, disposition or transfer of Accounts pursuant to a Permitted Factoring Facility; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under clauses (a) through (g) above (other than those permitted by clauses (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Borrowers permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual or property, in each case or equipment or property that is replaced, in the ordinary course of business; (b) sales, transfers and dispositions to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (g), (i) and (k) of Section 6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 1,000,000 during any fiscal year of the Borrower, calendar year; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (a)(ii), (b), (c) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationvalue.

Asset Sales. The During a Non-Investment Grade Period, each of STX and the Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will STX or the Borrower permit any of it Subsidiaries its subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interests in such SubsidiarySubsidiary (other than any Subsidiary issuing directors’ qualifying shares or issuing Equity Interests to STX, the Borrower or any Subsidiary in compliance with Section 6.04(c)), except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of businessbusiness and periodic clearance of aged inventory; (b) sales, transfers and other dispositions of Equity Interests to STX, the Borrower or a any Subsidiary (other than any SPE Subsidiary; ), provided that any such salessale, transfers transfer or dispositions to other disposition involving a Subsidiary -------- that is not a Subsidiary Loan Party (to the extent that such sale, transfer or other disposition is not made in the ordinary course of business of STX, the Borrower and the Subsidiaries) shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.08; (c) Asset Swaps permitted under Section 6.04(i)sales of assets received by STX, the Borrower or any Subsidiary upon the exercise of a power of sale or foreclosure by STX, the Borrower or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default; (d) saleslicensing and cross-licensing arrangements entered into in the ordinary course of business of STX, transfers the Borrower or dispositions any Subsidiary involving any technology or other intellectual property of assets constituting investments permitted under Section 6.04(j); andSTX, the Borrower or such Subsidiary; (e) sales, transfers and other dispositions to STX, the Borrower or any Subsidiary, provided that any such sale, transfer or other disposition involving a Subsidiary that is not a Subsidiary Loan Party (to the extent that such sale, transfer or other disposition is not made in the ordinary course of business of STX, the Borrower and the Subsidiaries) shall be made in compliance with Section 6.08; (f) sales, transfers and other dispositions of assets Receivables and Related Assets pursuant to any Permitted Receivables Financing; (g) sales, transfers and other dispositions that are not permitted by any other clause of this Section; Section 6.05, provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 during any fiscal year of STX the Borroweramount that is equal to 15% of Consolidated Total Assets as of the end of the immediately preceding fiscal year of STX; (h) licensing of assets that constitute technology or other intellectual property to joint ventures in connection with investments permitted by Section 6.04; (i) sales of assets pursuant to a transaction permitted by Section 6.03(a); and (j) sale and leaseback transactions entered into in the ordinary course of business of STX, the Borrower and the Subsidiaries involving the sale and subsequent leaseback pursuant to a Platinum Lease of platinum or other precious metals, so long as such sale is consummated substantially simultaneously with the acquisition of the platinum or other precious metals so sold; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) or (c)e) above) shall be made for at least 80% cash considerationfair market value.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Borrowers permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted under by clauses (i) and (k) of Section 6.04(j); and6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 750,000 during any fiscal year Fiscal Year of the BorrowerCompany; and (h) sale of the real estate and improvements located in Reynosa, Mexico; provided that the Net Proceeds of such sale shall be applied to the Obligations as provided in Section 2.11(c) of this Agreement. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b), (f), (h) and (i) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Neither Holdings nor the Parent Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings and the Parent Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) disposals of inventory pursuant to promotional or similar activities in the ordinary course of business; (c) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or and dispositions of assets constituting investments permitted interests in real property (including leasehold interests) in exchange for consideration that constitutes interests in real property (including leasehold interests) to the extent that any such transfer or disposition qualifies as a “like-kind” exchange under Section 6.04(j1031 of the Code; (e) sales of fixed or capital assets pursuant to Section 6.06(a); and (ef) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; , provided that (i) Holdings and the aggregate fair -------- market value Parent Borrower will be in compliance on a pro forma basis with the covenants contained in Sections 6.09, 6.10 and 6.11, recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available as if such sale, transfer or disposition and all assets soldother sales, transferred transfers or otherwise disposed of dispositions made in reliance upon on this clause (df) had occurred on the first day of each relevant period for testing such compliance and (ii) no Default shall not exceed $10,000,000 during any fiscal year of the Borrower, have occurred and be continuing; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b) and (c) above) shall be made for fair value and (value. This Section shall not be construed to prohibit transfers of cash by Holdings or any of its Subsidiaries that are not prohibited by any other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationprovision of this Agreement.

Asset Sales. The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower they permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers, leases and other dispositions of inventory, used or surplus equipment and or other obsolete assets, Permitted Investments and non-exclusive licenses of intellectual property, Investments referred to in each case Section 6.04(h) in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Domestic Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i);(i) sales of accounts receivable and related assets pursuant to the Receivables Purchase Agreement, (ii) sales of accounts receivable and related assets by a Foreign Subsidiary pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary does not exceed at any time $50,000,000 and (iii) sales of accounts receivables and related assets pursuant to the Specified Vendor Receivables Financing. (d) sales, the creation of Liens permitted by Section 6.02 and dispositions as a result thereof; (e) sales or transfers or that are permitted sale and leaseback transactions pursuant to Section 6.06; (f) sales and transfers that constitute part of an Acquisition Lease Financing; (g) Restricted Payments permitted by Section 6.08; (h) transfers and dispositions of assets constituting investments permitted under Section 6.04(j); and6.04; (ei) sales, transfers and other dispositions of property identified on Schedule 6.05; (j) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 (i) 15% of the aggregate fair market value of all assets of the Parent Borrower (determined as of the end of its most recent fiscal year), including any Equity Interests owned by it, during any fiscal year of the Parent Borrower, ; provided that such amount shall be increased, in respect of the fiscal year ending on December 31, 2013, and each fiscal year thereafter by an amount equal to the total unused amount of such permitted sales, transfers and other dispositions for the immediately preceding fiscal year (without giving effect to the amount of any unused permitted sales, transfers and other dispositions that were carried forward to such preceding fiscal year) and (ii) 35% of the aggregate fair market value of all assets of the Parent Borrower as of the Closing Date, including any Equity Interests owned by it, during the term of this Agreement subsequent to the Closing Date; and (k) sale of the Designated Business; provided that (i) at the time of and after giving effect to such sale, Holdings and the Parent Borrower shall be in pro forma compliance with the financial covenants set forth in Sections 6.12 and 6.13, (ii) at the time of and after giving effect to such sale, no Default or Event of Default shall have occurred and be continuing and (iii) the Net Proceeds thereof shall be used to prepay Term Loans in accordance with Section 2.11(c); provided that (x) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than y) all sales, transfers transfers, leases and other dispositions permitted under clause by clauses (bi), (j) or and (c)k) above shall be for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to of accounts receivable in connection with the Borrower compromise, settlement or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04collection thereof; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (d) sale and leaseback transactions permitted by Section 6.06; (e) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (f) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this SectionSection (in which case the Administrative Agent shall release the security interests created by the Collateral Documents in such assets); provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (df) shall not not, during the term of this Agreement, cumulatively exceed $10,000,000 during any fiscal year 5% of the Borrower, total assets of the Parent as of the time of the most recent disposition; further provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Subsidiary), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, (ii) used, obsolete or surplus equipment, (iii) property no longer used or surplus equipment useful in the conduct of the business of the Borrower and its Subsidiaries (including intellectual property), (iv) immaterial assets and (v) cash and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof not as part of any accounts receivables financing transaction; (d) (i) sales, transfers or transfers, leases and other dispositions of assets constituting investments to the extent that such assets constitute an investment permitted under by clause (j), (l) or (n) of Section 6.04(j6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary (other than directors’ qualifying shares) are sold) and (ii) sales, transfers, and other dispositions of the Equity Interests of a Subsidiary by the Borrower or a Subsidiary to the extent such sale, transfer or other disposition would be permissible as an investment in a Subsidiary permitted by Section 6.04(e) or (u); and; (e) leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (f) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any of Holdings, the Borrower or any Subsidiary; (h) dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets; (i) dispositions permitted by Section 6.08; (j) sale in one or more transactions of Affinia South America; (k) sales, transfers transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed of in reliance upon this clause (dk) shall not exceed during the term of this Agreement the greater of (i) $10,000,000 during any 50,000,000 and (ii) 5% of the consolidated total assets of the Borrower as of the fiscal year most recently ended prior to such sale, transfer, lease or other disposition; and (l) sales, transfers or other dispositions of accounts receivable in connection with the Borrower, factoring on a non-recourse basis of such accounts receivable. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b)) shall be made for fair value value, and (other than at least 75% of the consideration from all sales, transfers transfers, leases and other dispositions permitted under hereby (other than those permitted by clause (b), (d), (g) or (ch)) since the Effective Date, on a cumulative basis, is in the form of cash or cash equivalents; provided further that (i) any consideration in the form of Permitted Investments that are disposed of for cash consideration within 30 Business Days after such sale, transfer or other disposition shall be deemed to be cash consideration in an amount equal to the amount of such cash consideration for purposes of this proviso, (ii) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable sale, transfer, lease or other disposition and for which the Borrower and all the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration in an amount equal to the liabilities so assumed and (iii) any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of such sale, transfer, lease or other disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at least 80% that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration.

Asset Sales. The Parent Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Parent Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers and other dispositions of (i) inventory, (ii) used or surplus equipment and (iii) Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and other dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 7.04 and 7.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (d) sales, transfers or and other dispositions of assets constituting investments property to the extent such property constitutes an investment permitted under by clauses (a), (h), (i) and (k) of Section 6.04(j); and7.04; (e) sale and leaseback transactions permitted by Section 7.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary (other than a Borrower) are sold) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 during any fiscal year 5,000,000; and (h) each of the BorrowerParent Borrower and its Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons to the extent such grant does not materially interfere with the conduct of business of the Parent Borrower or any of its Subsidiaries; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b), (c) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04), except: (a) sales (i) sales, transfers and dispositions of inventory, obsolete, damaged or worn-out equipment, and other obsolete, damaged, worn-out, used or surplus equipment assets or other property no longer used or useful in the business, no longer economically practical or commercially desirable to maintain, (ii) inventory and Permitted Investments and non-exclusive licenses of intellectual propertygoods held for sale or other immaterial assets, in each case (iii) accounts in the ordinary course of businessbusiness for collection, and (iv) cash and Cash Equivalents; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; provided that (x) any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.07 and (y) at least 75% of the consideration received by a Loan Party from a Subsidiary that not a Loan Party shall be in the form of cash or Cash Equivalents; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable made only to the account debtors obligated therefor (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted under Section 6.04(j); andCash Equivalents in the ordinary course of business; (e) sale and leaseback transactions permitted by Section 6.11; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) transfers of cash in the ordinary course of business for equivalent value; (h) dispositions of non-core assets acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder in an aggregate amount not to exceed 20% of the total consideration of the total assets acquired in such Permitted Acquisition or other Investment; (i) licenses of patents, trademarks, copyrights, trade secrets and other intellectual property rights granted by Borrower or its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary and leases, subleases, licenses or sublicenses of any real or personal property; (j) sales, transfers and other dispositions of assets for fair value (as reasonably determined by the Borrower in good faith) that are not permitted by any other clause of this SectionSection 6.12; provided that (x) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 at the time of such disposition an amount equal to 10% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available, during the term of this Agreement and (y) at least 75% of the consideration received shall be in the form of cash or Cash Equivalents; (k) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Liens permitted by Section 6.02 (other than Section 6.02(o)), Investments permitted by Section 6.04 (other than Section 6.04(s)) and Restricted Payments permitted by Section 6.06; and (m) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (n) sales, transfers and dispositions, terminations or unwinding of any fiscal year Swap Agreement; (o) the abandonment, lapse, expiration or other disposition of intellectual property, whether now or hereafter owned or licensed or acquired in connection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower, provided that all salesno longer material or useful in or to the business of the Borrower and its Subsidiaries; (p) sales or dispositions of Equity Interests of any Subsidiary (a) prior to the time such Subsidiary becomes a wholly-owned Subsidiary, transfersin each case pursuant to any stock appreciation rights, leases and plans, equity incentive or achievement plans or any similar plans or any similar plans or exercise of warrants, options or other dispositions permitted -------- hereby shall be made convertible into or exchangeable for fair value and (the Equity Interests of such Subsidiary, so long as such rights, warrants, options or other than salessecurities were not entered into or issued in connection with or in contemplation of such person becoming a Subsidiary, transfers and other dispositions permitted under clause or (b) in order to qualify members of the governing body of such Subsidiary if required by applicable law; (q) samples, including time-limited evaluation software, provided to customers or prospective customers; (r) de minimis amounts of equipment provided to employees; (s) the Borrower and any Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests, (ii) transfer any intercompany Indebtedness to the Borrower or any Subsidiary, (iii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Subsidiary, (iv) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns or (c)v) for at least 80% cash considerationsurrender or waive contractual rights and settle or waive contractual or litigation claims; and (t) any grant of an option to purchase, lease or acquire property, so long as the disposition resulting from the exercise of such option would otherwise be permitted hereunder.

Asset Sales. The None of Holdings, the Borrower or any other Subsidiary will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of of, or exclusively license, any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries to Subsidiary issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to Holdings, the Borrower or any other Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under Requirements of Law) (each, a “Disposition”), except: (a) sales Dispositions of inventoryinventory or used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of businessbusiness or of cash and Permitted Investments; (b) salesDispositions to Holdings, transfers and dispositions to the Borrower or a any other Subsidiary; provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; provided further, that no Disposition of Intellectual Property may be made by a Loan Party to a Subsidiary that is not a Loan Party pursuant to this clause (b), except for Dispositions to Foreign Subsidiaries of foreign rights to Intellectual Property that is acquired in a Permitted Acquisition or other acquisition permitted hereunder after the Original Effective Date to the extent such Dispositions are made for tax efficiency purposes; (c) Asset Swaps permitted under Section 6.04(i)Dispositions of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and not as part of any accounts receivables financing transaction; (d) sales, transfers or dispositions Dispositions of assets constituting investments permitted under Section 6.04(jsubject to any casualty, condemnation or similar proceeding (including in lieu thereof); and; (e) salesDispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (f) Dispositions of Investments in joint ventures to the extent required by, transfers or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and dispositions similar binding arrangements; (g) Dispositions (including the abandonment) of Intellectual Property that is, in the reasonable judgment of the Borrower, no longer economically practicable or commercially desirable to maintain or that is not material to the conduct of the business of the Loan Parties, taken as a whole; provided that no Dispositions may be made to any Subsidiaries of the Borrower pursuant to this clause (g); (h) Dispositions of assets that are not permitted by any other clause of this SectionSection (including the Disposition of Intellectual Property); provided that (i) the cumulative aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed Disposed of in reliance upon on this clause (d) after the First Refinancing Facility Effective Date shall not exceed $10,000,000 during any fiscal year of the Borrower, provided that 25,000,000 and (ii) all sales, transfers, leases and other dispositions permitted -------- hereby Dispositions made in reliance on this clause shall be made for fair value and at least 75% Cash Consideration and (iii) any Disposition of Intellectual Property in the form of a Restricted Payment by Holdings permitted under Section 6.08 shall constitute usage of this clause (h) except that the foregoing clause (ii) shall not apply with respect to any such Restricted Payment; (i) the licensing of Intellectual Property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to geographic areas, particular fields of use, customized products for customers or limited time periods, and so long as after giving effect to such exclusive license (other than salesany license where a Subsidiary is the licensee), transfers the Borrower or another Subsidiary, as applicable, retains such rights, if any, to use the subject Intellectual Property as may be required to enable it to continue to conduct its business in the ordinary course; (j) Holdings or any Subsidiary may Dispose of Equity Interests in Holdings or such Subsidiary to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (k) Holdings, the Borrower and other dispositions any of the Subsidiaries may transfer assets as part of the consideration for Investments in joint ventures that are permitted under Section 6.04; (l) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the other Subsidiaries; (m) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers or members of management or employees of Holdings, the Borrower and the Subsidiaries; (n) the transfer or assignment of foreign customer contracts from the Borrower or any Subsidiary Loan Party to SurveyMonkey Europe Sarl (or another Foreign Subsidiary) in the ordinary course of business; (o) Dispositions described on Schedule 6.05 to the Disclosure Letter; (p) Dispositions (excluding Restricted Payments by Holdings of Intellectual Property unless permitted pursuant to clause (bh) or above) constituting Restricted Payments permitted under Section 6.08; and (c)q) the transfer by any Loan Party to a Foreign Subsidiary of foreign Intellectual Property acquired in connection with any acquisition, to the extent such transfer is made for at least 80% cash considerationtax efficiency purposes.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; provided, further that compliance with Section 6.09(a)(i) shall not be required, subject to the satisfaction of the Payment Condition on a pro forma basis after giving effect to such sale, transfer or disposition; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (j) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) licenses, sublicenses, leases and subleases, in each case, in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Subsidiaries; (h) sales of Equity Interests of the Borrower so long as no Change in Control results therefrom; and (ei) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market net book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (di) shall not exceed (x) prior to the payment in full in cash of the Term Loan Facility, $10,000,000 (or such greater amount as the Administrative Agent may agree in its Permitted Discretion) during any fiscal year of the Borrower or (y) after the payment in full in cash of the Term Loan Facility, $25,000,000 (or such greater amount as the Administrative Agent may agree in its Permitted Discretion) during any fiscal year of the Borrower; provided, however, that if more than 5.0% of the assets included in the most recent calculation of the Borrowing Base are being disposed of in a transaction permitted by this clause (i), then (A) the Borrower shall deliver an updated Borrowing Base Certificate to the Administrative Agent within one (1) Business Day (or such later date as the Administrative Agent may agree in its sole discretion) after such disposition and (B) the Borrower shall comply with Section 2.11(b), if applicable; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b), (c) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or other property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under this Section 6.05 (other than those permitted by paragraphs (a)(ii), (b), (c), (d), (f), and (g) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationvalue.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of (including by a Division) any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) Specified Dispositions; and (eh) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that (i) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dh) shall not exceed $10,000,000 during any fiscal year of the BorrowerCompany and (ii) the Borrowers shall deliver a Borrowing Base Certificate (giving pro forma effect to such sale, transfer or other disposition) in connection with any such sale, transfer or other disposition of Borrowing Base assets with a fair market value in excess of $1,000,000; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.10 and 6.04; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted under by clauses (g), (i) and (j) of Section 6.04(j); and6.04; (e) sales, transfers and dispositions of assets in connection with the Foreign Reorganization; (f) sales, transfers and dispositions of the Company’s Equity Interests in the Mexican Joint Venture; (g) sale and leaseback transactions; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (i) sales, transfers and other dispositions of assets that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (di) shall not exceed an amount equal to 10% of Total Assets; provided further that the aggregate fair market value of all assets sold, transferred or otherwise disposed of by the Loan Parties in reliance upon this paragraph (i) shall not exceed $10,000,000 150,000,000 during any fiscal year of the BorrowerCompany; provided further that a professional liquidator acceptable to the Administrative Agents shall be engaged in connection with any sale, transfer or other disposition or related series of sales, transfers or other dispositions of more than 10% of the Company’s and its Subsidiaries’ retail store base; (j) licenses of Intellectual Property that are in furtherance of, or integral to, other business transactions entered into by the Company or a Subsidiary in the ordinary course of business; (k) Restricted Payments permitted by Section 6.09; (l) dispositions of cash and Permitted Investments in the ordinary course of business or in connection with a transaction otherwise permitted under this Agreement; and (m) dispositions of cash and property permitted by Section 6.04(g), (n) the dispositions described on Schedule 6.05(n), provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) (to the extent the applicable transaction is solely among Loan Parties), (e), (f), (h), (i), (j) and (k) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will shall not, and will shall not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest of another PersonPerson held by the Borrower or such Subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law), nor will shall any Loan Party (other than the Borrower permit Borrower) or any of it their Subsidiaries to issue any additional shares of such Subsidiary's its capital stock or other ownership interest Equity Interests in such Loan Party or other Subsidiary, except: (a) sales or other dispositions of inventory(i) inventory in the ordinary course of business (including in connection with the closure of Stores), (ii) used or surplus equipment and or (iii) Permitted Investments and non-exclusive licenses of intellectual property, in each case Investments permitted pursuant to Section 7.04A(i) in the ordinary course of business; (b) sales, transfers and dispositions among the Loan Parties and their respective Subsidiaries (excluding, however, any sales, transfers and dispositions of Collateral from any Loan Party except to the Borrower or a Subsidiaryanother Loan Party); provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.047.07; (c) Asset Swaps permitted under Section 6.04(i)issuances or sales of Equity Interests of any Loan Party to any other Loan Party; (d) sales, the natural expiration of intellectual property licenses in accordance with the terms thereof; (e) transfers or dispositions of assets constituting investments permitted as Investments under Section 6.04(j)7.04; provided that no Event of Default has occurred and is continuing or would occur as a result thereof; (f) Permitted Asset Sales; provided that no Event of Default has occurred and is continuing or would occur as a result thereof; (g) leases, subleases or space leases, in each case in the ordinary course of business and which do not materially interfere with the business of any Loan Party; (h) licenses or sublicenses of intellectual property, in each case in the ordinary course of business and which do not materially interfere with the business of any Loan Party; and (ei) sales, transfers and bulk sales or other dispositions of assets that are the Loan Parties’ inventory and Store fixtures not permitted by any other clause in the ordinary course of this Sectionbusiness in connection with Store closures, at arm’s length; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) such Store closures and related inventory dispositions shall not exceed $10,000,000 during (i) for the first twelve months after the Closing Date, 200 of the Loan Parties’ Stores on terms and subject to conditions to be agreed by the Borrower and the Administrative Agent, and (ii) thereafter, in any fiscal year Fiscal Year of the Borrower, 10% of the number of the Loan Parties’ Stores as of the beginning of such Fiscal Year (net of new Store openings) on terms and subject to conditions to be agreed by the Loan Parties and the Administrative Agent and (iii) in the aggregate from and after the first anniversary of the Closing Date, 25% of the number of the Loan Parties’ Stores in existence as of the first anniversary of the Closing Date (net of new Store openings); provided further that all sales of inventory in connection with Store closings shall be conducted at Store locations (provided that, in conjunction with any such sales, inventory having an aggregate Cost of up to $15,000,000 in the aggregate in any Fiscal Year may be transferred to other Store locations or distribution centers of the Loan Parties) pursuant to a going out of business, liquidation or similar sale, in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; provided that all sales, transfers, leases and other dispositions permitted -------- hereby by clauses (e), (f), (g) and (h) shall be made at arm’s length and for fair value value; provided, further, that the authority granted hereunder may be terminated in whole or in part by the Administrative Agent upon the occurrence and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationduring the continuance of any Event of Default.

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Restricted Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiaryRestricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions from a Loan Party to a Subsidiary -------- that is not a Loan Party shall (i) be deemed or from the Borrower or a Restricted Subsidiary to an investment in such Unrestricted Subsidiary and (ii) be made in compliance with or from a Qualified Restricted Subsidiary to a Restricted Subsidiary that is not a Qualified Restricted Subsidiary are permitted under Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (d) sales, transfers or and dispositions of assets constituting investments property to the extent such property constitutes an investment permitted under Section 6.04(jby Sections 6.04(ii); and, (viii) or (xii); (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary; (g) sales, transfers and other dispositions of assets that are not permitted by any other clause paragraph of this Section; Section 6.05, provided that the aggregate fair -------- market value Fair Market Value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) (excluding (i) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $250,000 and (ii) any sales of assets or Equity Interests of the UK Subsidiaries) shall not exceed $10,000,000 5.0% of Total Assets during any fiscal year (measured as of the Borrower, start of such fiscal year); (h) exchanges of property for similar replacement property for fair value; (i) Investments in compliance with Section 6.04; (j) leases or subleases that constitute a Permitted Encumbrance; and (k) the sale of Equity Interests in a Qualified Restricted Subsidiary to a Strategic Investor in connection with the resyndication of such Equity Interests within one (1) year of the purchase thereof from another Strategic Investor; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b), (c), (f) and (j) above) shall be made for fair value and (other than those permitted by paragraphs (b), (h), (i) and (j) above) for at least 75% cash consideration (it being understood that the following shall constitute cash consideration: an aggregate additional amount of non-cash consideration in the amount of the sum of (x) 2.5% of Total Assets at any time outstanding net of any non-cash consideration previously counted under this clause since the Effective Date that was not subsequently counted as Net Proceeds and (y) in the case of any sale or contribution of assets by the Borrower or a Restricted Subsidiary to a joint venture with a Strategic Investor, any non-cash consideration received by the Borrower or such Restricted Subsidiary; provided that (A) the case of each of clause (x) and (y), any such non-cash consideration that is converted into cash or Permitted Investments shall be treated as Net Proceeds in accordance with Section 2.11(c) and (B) in the case of clause (y), in the event such non-cash consideration is other than in the form of a note, such non-cash consideration shall be deemed to have been incurred as an Investment under Section 6.04(xvi) and to consequently reduce amounts available under Section 5.15(a)(v), the proviso to Section 6.04(vi) and Section 6.04(xvi) and, in the case of each of clause (x) and (y), that after giving effect to such sales, transfers transfers, leases and other dispositions permitted under hereby the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis (such covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding)) (it being understood that for purposes of clause (ba) above, accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or (csurplus equipment or property and any non-cash consideration that was actually converted into cash within 6 months following the applicable sale, transfer, lease or other disposition by the Borrower or any of its Restricted Subsidiaries shall be deemed to constitute cash consideration and to the extent actually cash, Net Proceeds)) for at least 80% cash consideration.

Asset Sales. The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower they permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers, leases and other dispositions of inventory, used or surplus equipment and equipment, Permitted Investments and non-exclusive licenses of intellectual property, Investments referred to in each case Section 6.04(i) in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Domestic Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i);(i) sales of accounts receivable and related assets pursuant to the Permitted Receivables Financing and (ii) sales of accounts receivable and related assets by a Foreign Subsidiary pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary does not exceed at any time $10,000,000. (d) sales, the creation of Liens permitted by Section 6.02 and dispositions as a result thereof; (e) sales or transfers or that are permitted sale and leaseback transactions pursuant to Section 6.06; (f) sales and transfers that constitute part of an Acquisition Lease Financing; (g) Restricted Payments permitted by Section 6.08; (h) transfers and dispositions of assets constituting investments permitted under Section 6.04(j); and6.04; (ei) sales, transfers and other dispositions of property identified on Schedule 6.05; (j) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed (i) $10,000,000 during any fiscal year of the Parent Borrower, ; provided that such amount shall be increased, in respect of the fiscal year ending on December 31, 2003, and each fiscal year thereafter by an amount equal to the total unused amount of such permitted sales, transfers and other dispositions for the immediately preceding fiscal year (without giving effect to the amount of any unused permitted sales, transfers and other dispositions that were carried forward to such preceding fiscal year) or (ii) $75,000,000 during the term of this Agreement; provided that (x) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than y) all sales, transfers transfers, leases and other dispositions permitted under clause by clauses (bi) or and (c)j) above shall be for at least 8085% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Party; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof not to exceed $250,000 in each case and not more than $500,000 in the aggregate in any Fiscal Year; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (g) and (i) of Section 6.04; (e) dispositions resulting from any casualty to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary in an aggregate amount not to exceed $250,000 not covered by insurance; and (ef) so long as no Event of Default has occurred and is continuing, sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (df) shall not exceed $10,000,000 250,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationBorrowers.

Asset Sales. The Borrower None of Xxxxxx USA, the Company or any other Subsidiary will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries to Subsidiary issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to Xxxxxx USA, the Company or any other Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law), except: (a) sales of inventorysales, used or surplus equipment transfers, leases and Permitted Investments and non-exclusive licenses of intellectual property, in each case other dispositions in the ordinary course of businessbusiness of inventory or used or surplus equipment or of cash and Permitted Investments; (b) sales in the ordinary course of business of immaterial assets, including individual retail sales establishments and terminals; (c) sales, transfers transfers, leases and other dispositions to Xxxxxx USA, the Borrower Company or a any other Subsidiary; provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)Sections 6.04 and 6.09; (d) sales, transfers or other dispositions of assets constituting investments permitted under Section 6.04(j); andaccounts receivable in connection with the compromise or collection thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (e) dispositions of assets subject to any casualty or condemnation proceeding (including dispositions in lieu of condemnation); (f) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (g) sales, transfers transfers, leases and other dispositions made as part of the Transactions; (h) sales, transfers, leases and other dispositions made as part of the Calumet Transaction; (i) sales, transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed of in reliance upon on this clause (d) shall not exceed $10,000,000 30,000,000 during any fiscal year of the BorrowerXxxxxx USA, provided that and (ii) all sales, transfers, leases and other dispositions permitted -------- hereby made in reliance on this clause shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration; and (j) sales of the Equity Interests in or assets of any Ethanol Subsidiary. Notwithstanding the foregoing, other than dispositions to the Company or another Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable requirements of law, no such sale, transfer or other disposition of any Equity Interests in any Subsidiary shall be permitted unless (i) such Equity Interests constitute all the Equity Interests in such Subsidiary held by Xxxxxx USA and the Subsidiaries and (ii) immediately after giving effect to such transaction, Xxxxxx USA and the Subsidiaries shall otherwise be in compliance with Section 6.04.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest of another Personany Subsidiary of the Company owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers and dispositions (other than to any Borrower or any Subsidiary) of inventory(i) inventory in the ordinary course of business; and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the any Borrower or a any Subsidiary; provided that (i) if any such sales, transfers or dispositions are in the form of any Investment, such sales, transfers or dispositions shall be made in compliance with Section 6.04(c), (o), (q) or (t) and (ii) any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of (i) accounts receivable or note receivables in connection with the compromise, settlement or collection thereof and (ii) Investments received in connection with the bankruptcy or reorganization of, or settlement of disputes with, or judgments against, or foreclosure or deed in lieu of foreclosure with respect to, customers and suppliers of the Borrowers or the Subsidiaries; (d) sales, transfers or and dispositions of assets constituting (i) cash and Permitted Investments and other investments permitted under by each of Section 6.04(j6.04(a)(ii); and, (e), (f)(ii), (f)(iii), (m) or (r), (ii) Investments described in items 2 through 7 of Schedule 6.04(b) and (iii) Investments which were Permitted Investments when made, but that no longer constitute Permitted Investments, provided that any such Investment is sold, transferred and disposed as soon as reasonably practicable after the date the Company learns that such Investment no longer constitutes Permitted Investments; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a wholly-owned Subsidiary, unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 100,000,000 during any fiscal year Fiscal Year and (ii) at the time of and immediately after giving effect to any such sale, transfer or other disposition or a commitment of any Borrower or Subsidiary with respect thereto, whichever comes first, on a Pro Forma Basis, (A) no Default or Event of Default shall have occurred and be continuing and (B) if such sale, transfer or other disposition is of an operating facility, line of business or Subsidiary the Borrowers shall be in compliance with the covenant set forth in Section 6.13 (for the Test Period ending immediately preceding such sale, transfer or other disposition for which financial statements have been delivered pursuant to Section 5.01(a) or (b)); (h) sales, transfers, leases or other dispositions by the Company or any of its Subsidiaries of assets that were acquired in connection with a Permitted Acquisition (other than Equity Interests in a wholly-owned Subsidiary, unless all Equity Interests in such Subsidiary are sold); provided that any such sale, transfer, lease or other disposition shall be made or contractually committed to be made within 270 days of the Borrowerdate such assets were acquired by the Company or such Subsidiary; (i) licensing and cross-licensing arrangements involving any intellectual property of the Company or any of the Subsidiaries in the ordinary course of business; (j) sales, transfers, leases, and other dispositions of property that is exchanged, or the proceeds thereof are applied, in each case, in a substantially contemporaneous acquisition of similar replacement property; (k) leases, subleases, licenses or sublicenses of property in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; (l) sales, transfers, leases and other dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Company and in the exercise of its reasonable business judgment, are not material to the conduct of the business of the Company and its Subsidiaries; (m) sales, transfers, leases and other dispositions of Investments in joint ventures and non-wholly owned Subsidiaries of the Company to the extent required by, or made pursuant to, buy and sell arrangements or similar arrangements between the parties holding the Equity Interests of such Persons set forth in joint venture arrangements or similar binding agreements; (n) sales, transfers, leases and other dispositions of real property and related assets in the ordinary course of business in connection with relocation of officers or employees of the Company and the Subsidiaries; (o) voluntary terminations of Swap Agreements; (p) the expiration of any option to buy or sell any real or personal property; and (q) Liens permitted by Section 6.02, Investments permitted by Section 6.04 and Restricted Payments permitted by Section 6.08; and (r) sales of Receivables and Related Assets in connection with Permitted Customer Factoring Program. provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for (x) fair value and (other than salesthose permitted by paragraphs (b), transfers (f), (i), (k), (l), (m), (n), (p) and (q) above) and (y) at least 75% cash consideration (other than those permitted by paragraphs (b), (f), (i), (j), (l), (m), (p) and (q) above and other dispositions than any such sale, transfer, lease or other disposition (whether in one transaction or a series of related transactions) of assets with a fair market value up to $20,000,000), in each case other than Excluded Transactions (it being understood that the exclusions set forth in this proviso shall not limit the effect of Section 6.09); and provided, further, that no sale, transfer or other disposition shall be permitted under clause (b) or (cthis Section 6.05, if prohibited under Section 6.03)) for at least 80% cash consideration.

Asset Sales. The Borrower Company will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Company permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used used, worn-out, obsolete or surplus equipment property, delinquent accounts in the ordinary course of business for purposes of collection and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) dispositions of Securitization Receivables to an Eligible Special Purpose Entity in a Permitted Securitization; (c) sales, transfers and other dispositions from (i) a Loan Party to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to another Loan Party and (ii) a Subsidiary -------- that is not a Loan Party to the Company or a Subsidiary provided, that in the event any such sale, transfer or disposition shall (i) be deemed an investment in effected by or through a consolidation or merger involving the Company or any other Loan Party, then, such Subsidiary and (ii) Loan Party shall be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)the survivor; (d) sales, transfers or and other dispositions of assets constituting investments made in connection with sale and leaseback transactions permitted under Section 6.04(j); and6.06; (e) sales of assets within 365 days after the acquisition thereof if (i) such assets are acquired as part of a larger acquisition and (ii) such assets are sold for cash or other consideration which represents the fair market value thereof; (f) licenses, sublicenses, leases and subleases granted to third parties in the ordinary course of business that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; (g) any issuance of Equity Interests of the Company to any Person and any issuance of Equity Interests of any Subsidiary to the Company or any Subsidiary; and CREDIT AGREEMENT, Page 66 (h) sales, transfers and other dispositions of assets that are not otherwise permitted by this Section 6.05 provided, that (i) in the event any such sale, transfer or disposition shall be effected by or through a consolidation or merger involving the Company or any other clause Loan Party, then, such Loan Party shall be the survivor, (ii) no Default exists or would result from the making of this Sectionany such sale, transfer or other disposition; provided that and (iii) the aggregate fair -------- market value of all of the assets sold, transferred or otherwise disposed of under the permissions of this paragraph (h) (including the assets in reliance upon this clause (dthe proposed sale, transfer or disposition) after the Effective Date shall not exceed $10,000,000 during any an amount equal to ten (10%) of Consolidated Tangible Net Worth for the fiscal year of most recently ended as determined from the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (caudited financial statements most recently delivered pursuant to Section 5.01(a)) for at least 80% cash consideration.

Asset Sales. (a) The Borrower will notLoan Parties will, and will not ------------ permit any of its cause their Subsidiaries to, not sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonStock, nor will the Borrower Loan Parties issue, nor will the Loan Parties permit any of it their Subsidiaries to issue issue, any additional shares of such Subsidiary's capital stock its Stock or other ownership interest in such SubsidiaryLoan Party, except: (ai) (A) sales of inventoryInventory in the ordinary course of business (other than in connection with the closure of Stores), or (B) used or surplus equipment and equipment, or (C) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (bii) sales, transfers and dispositions among the Loan Parties and their respective Subsidiaries (excluding, however, any sales, transfers and dispositions of Inventory or proceeds thereof, from any Loan Party except to the Borrower or a Subsidiary; provided another Loan Party), provided, that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04SECTION 6.4 or SECTION 6.7 and otherwise in compliance with this Agreement and the other Loan Documents; (ciii) Asset Swaps transfers constituting part of the Insurance Restructuring permitted under Section 6.04(i)hereby; (div) sales, transfers [intentionally omitted]; (v) issuances of shares of Stock of any Loan Party to any other Loan Party or dispositions the issuance by Xxxx of assets constituting shares of its Stock; (vi) the natural expiration of Intellectual Property licenses in accordance with the terms thereof; (vii) investments permitted under Section 6.04(j)SECTION 6.4; (viii) Permitted Asset Sales provided that no Event of Default or Cash Control Event has occurred and is continuing or would occur as a result thereof; and (eix) sales, transfers and bulk sales or other dispositions of assets the Loan Parties’ Inventory and Store fixtures not in the ordinary course of business in connection with Store closures, at arm’s length; provided that are such Store closures and related Inventory dispositions shall not exceed, in any fiscal year of the Borrowers, ten percent (10%) of the number of the Loan Parties’ Stores as of the beginning of such fiscal year (net of new Store openings; provided further that, unless the Administrative Agent otherwise agree, all sales of Inventory in connection with any Store closings (in a single or series of related transactions) of five percent (5%) or more of the number of the Loan Parties’ Stores then in existence shall be conducted at Store locations pursuant to a going out of business, liquidation or similar sale, in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Administrative Agent; (x) leases, subleases, or space leases, in each case in the ordinary course of business and which do not materially interfere with the business of any Loan Party; and (xi) following the acquisition of a Person or business permitted by SECTION 6.4(n) hereof, the sale or other disposition (other than any sale or other clause disposition of this Sectionthe type described in SECTION 6.5(a)(ix)) above of (A) assets of such Person or business which are deemed by the Loan Parties to be surplus or unnecessary or (B) the assets of the Loan Party which overlap with the assets of such Person or business or which such Loan Party deems to have become surplus or unnecessary as a result of such acquisition; provided that the aggregate fair -------- market value of all such assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 during in the aggregate in any fiscal year of the Borroweryear; provided, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made at arm’s length and for fair value and (other than sales, transfers and other dispositions permitted under clause (ii)); and further provided, that the authority granted hereunder may be terminated in whole or in part by the Administrative Agent upon the occurrence and during the continuance of any Event of Default. (b) The Loan Parties will, and will cause their Subsidiaries to, not sell, transfer, lease or (c)) for at least 80% cash considerationotherwise dispose of receipts from credit card processors of the Loan Parties.

Asset Sales. The Parent Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Parent Borrower permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, raw materials, supplies and used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyequipment, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets (other than (i) any Equity Interests in a Subsidiary or (ii) any Mortgaged Property, it being understood that the demolition, removal or modification of improvements at a Mortgaged Property shall not be prohibited by this clause) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed $35,000,000 during any fiscal year of the Parent Borrower; (d) Permitted Investments for cash consideration; (e) the leasing, subleasing or licensing of real or personal property (including intellectual property but excluding Collateral) in the ordinary course of business; (f) transfers and dispositions in the ordinary course of business of inventory or raw materials (or a combination thereof) in exchange for consideration that constitutes inventory or raw materials (or a combination thereof); (g) transfers and dispositions of interests in real property (other than Mortgaged Property) in exchange for consideration that constitutes interests in real property, permits, easements, utilities, services and other accommodations from any Governmental Authority or other Person; provided that the aggregate fair market value of all interests in real property transferred or otherwise disposed of in reliance upon this clause (g) shall not exceed $10,000,000 for any one transaction or series of related transactions; (h) other transfers and dispositions of interests in real property (other than Mortgaged Property); provided that the aggregate fair market value of all real property transferred or otherwise disposed of in reliance upon this clause (h) shall not exceed $5,000,000 during any fiscal year of the Parent Borrower; (i) sales, transfers and dispositions by the Parent Borrower or any direct or indirect wholly owned Subsidiary of the Parent Borrower of Equity Interests in any Subsidiary to (i) the Parent Borrower, (ii) any Subsidiary Loan Party or (iii) the issuer of such Equity Interests, so long as, after the consummation of such sale, transfer or disposition, such issuer is a direct or indirect wholly owned Subsidiary of the Parent Borrower; (j) transfers and dispositions of interests in Mortgaged Property; provided that the aggregate fair market value of all Mortgaged Property transferred or otherwise disposed of in reliance on this clause (j) shall not exceed $1,000,000 during any fiscal year of the Parent Borrower; (k) sales, transfers and asset swaps in the ordinary course of business that are described in Schedule 6.05; (l) sale and leaseback transactions permitted under Section 6.06; and (m) the discount or sale, in each case without recourse and in the ordinary course of business, of receivables more than 90 days overdue and arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); provided that (i) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under clause by clauses (b), (f), (g), (h), (i), (j) and (k) above) not less than 85% of the consideration therefor (excluding, for this purpose, any such consideration in the form of the assumption by the purchaser of the outstanding principal amount of any Indebtedness of the Parent Borrower or any Subsidiary related to the assets that are so sold, transferred or otherwise disposed of) shall consist of cash consideration to be received in accordance with normal trade terms and (cii) any sale, transfer or other disposition of all or any material part of any Mortgaged Property (directly or by virtue of any sale, transfer or disposition of Equity Interests in a Subsidiary that is the direct or indirect owner of such Mortgaged Property) shall be subject to Section 5.12(b)) for at least 80% cash consideration.

Asset Sales. The Borrower Borrowers will not, and nor will not ------------ they permit the Parent or any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Personstock, nor will the Borrower Borrowers permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's its capital stock or other ownership interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment Inventory and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales or other dispositions in the ordinary course of business of assets that have become worn out or obsolete or that are promptly being replaced; (c) sales, transfers and dispositions to the Borrower MTS or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i);6.09; and (d) other sales, transfers and dispositions; provided, that (i) the Net Cash Proceeds of each such sale, transfer or disposition shall be applied as required by Section 2.09 and (ii) the terms of each such sale, transfer or disposition (or series of related sales, transfers or dispositions dispositions) for consideration in excess of US$5,000,000 (other than sales of non-Japanese assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers contemplated by the Business Plan and dispositions of assets that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of listed in reliance upon this clause (dSchedule 6.06 hereto) shall not exceed $10,000,000 during any fiscal year have been approved in writing by the Required Lenders, taking into account the amount of consideration to be received, the BorrowerLenders' collateral position, the Borrowers' ability to perform their obligations hereunder and such other matters as the Required Lenders shall determine to be relevant; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (and, except in the case of a sale, transfer, lease or other than salesdisposition to a Borrower or a Subsidiary, transfers and all of the consideration for any such sale, transfer, lease or other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationdisposition shall be in cash.

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (i) and (k) of Section 6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 100,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationvalue.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales Dispositions of inventory(i) Inventory or goods held for sale in the ordinary course of business, used (ii) obsolete, worn out or surplus equipment or property in the ordinary course of business (including allowing any registrations or applications for registration of immaterial intellectual property to lapse or go abandoned in the ordinary course of business), and (iii) cash and Permitted Investments in the ordinary course of business (but not to Affiliates, except as otherwise permitted by the Loan Documents); (b) Dispositions of assets to any Borrower or any Subsidiary, provided that, (i) any such Dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09 and non-exclusive licenses (ii) any such Disposition by a Loan Party to a Subsidiary that is not a Loan Party shall only be permitted to the extent that the Payment Condition shall have been satisfied (as determined by the Administrative Agent in its Permitted Discretion) with respect to each such Disposition; (c) Dispositions of intellectual propertydelinquent Accounts in connection with the compromise, in each case settlement or collection thereof in the ordinary course of business; (bd) salesDispositions of Permitted Investments and other Investments permitted by Section 6.04, transfers and dispositions including any Disposition of Equipment pursuant to the terms of a TRAC Lease Agreement; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or a any Subsidiary; provided that ; (g) the termination of any such sales, transfers or dispositions to a Subsidiary -------- that is not a transaction under any Swap Agreement permitted hereunder; (h) any Loan Party shall may lease real or personal property, and may license (or sublicense) intellectual property, in the ordinary course of business, to the extent not (i) be deemed an investment interfering in such Subsidiary any material respect with the business of any Borrower and its Subsidiaries, taken as a whole or (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j)securing Indebtedness; and (ei) sales, transfers and dispositions Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed Disposed of in reliance upon this clause (dSection 6.05(i) shall not exceed $10,000,000 2,500,000 during any fiscal year of the Borrower, Borrowers; provided that all sales, transfers, leases Dispositions permitted hereby (other than those permitted by paragraphs (b) and other dispositions permitted -------- hereby (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration. Notwithstanding the foregoing, Material Transfers Prohibition shall also apply to this Section 6.05.

Asset Sales. The Borrower No Loan Party will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to of accounts receivable in connection with the Borrower compromise, settlement or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04collection thereof; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (d) sale and leaseback transactions permitted by Section 6.06; (e) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (f) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; Section (in which case the Administrative Agent shall release the security interests created by the Collateral Documents in such assets), provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Subsidiary in compliance with Section 6.04(e)(i)), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, (ii) used or surplus equipment and (iii) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; , provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (d) sales, transfers or transfers, leases and other dispositions of assets constituting investments property to the extent that such property constitutes an investment permitted under by clause (f), (h) or (j) of Section 6.04(j6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); and; (e) sale and leaseback transactions not prohibited by any other Section of this Article VI; (f) leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (g) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (i) sales, transfers and other dispositions of assets or any direct or indirect interest therein, provided that promptly following the receipt of any cash proceeds from such sale, transfer or disposition, the Borrower or the applicable Subsidiary will use such proceeds to (x) acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Loan Parties, or make investments pursuant to Section 6.04(b), in each case within nine months of such receipt or (y) repay outstanding Indebtedness, and (j) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (di) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b)) shall be made for fair value and (as determined by a Financial Officer in good faith) and, in the event of sale, transfer, lease or other than salesdisposition of all or substantially all of the Borrower’s or the applicable Subsidiary’s interest in any Existing Hotel Property, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash considerationconsideration and/or like-kind consideration payable at the time of such sale, transfer or other disposition, provided that assumed debt shall be deemed to be cash for purposes of such determination.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory, used used, obsolete, worn out or surplus equipment or property and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of the Specified Properties; (d) sales, transfers or and dispositions of assets constituting investments permitted under Section 6.04(j); andaccounts receivable in connection with the compromise, settlement or collection thereof; (e) sales, transfers and dispositions of investments permitted by Section 6.04(g); (f) within 360 days after the consummation of a Permitted Acquisition, the sale, transfer or disposition of assets acquired in connection with such Permitted Acquisition and not required in the operation of the business of the Borrower or any of the Subsidiaries; (g) sales, transfers and dispositions of Equity Interests in Buyers Access; (h) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless 100% of such Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower; (i) sales, transfers and dispositions of individual or groups of related assets with a fair value of less than $1,000,000; provided that sales, transfers and dispositions of individual or groups of related assets pursuant to this clause (i) shall not exceed $10,000,000 in the aggregate during the term of this Agreement; and (j) sales of a non-core line of business for a purchase price not to exceed $10,000,000; provided that sales of non-core lines of business pursuant to this clause (j) shall not exceed $25,000,000 in the aggregate during the term of this Agreement. provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b), (d), (g) and (i) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales Dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment Equipment or property in the ordinary course of business; and Permitted Investments and non-exclusive licenses of intellectual property, in each case asset impairment in the ordinary course of business; (b) sales, transfers and dispositions Dispositions of assets to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to Dispositions involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)Dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or dispositions Dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) Dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (eg) sales, transfers and dispositions Dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed Disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 1,000,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and Dispositions permitted under this Section 6.05 (other dispositions than those permitted -------- hereby by paragraphs (b), (d) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers and dispositions consisting of Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or dispositions other insured damage to, or any taking under power of assets constituting investments permitted under Section 6.04(j)eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 250,000 during any fiscal year of the Borrower, Borrowers; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under this Section 6.05 (other than those permitted by paragraphs (b), (d) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.. WEST\277974037.8 72

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiary (other than Excluded Subsidiaries which are not Loan Parties) to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary (other than Excluded Subsidiaries) to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Loan Party in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Inventory in the ordinary course of business; (b) sales, transfers transfers, leases and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall by: (i) be deemed an investment in such Subsidiary and any U.S. Loan Party to any other U.S. Loan Party, or (ii) any Canadian Loan Party to any other Canadian Loan Party; provided, that, for purposes of this Section 6.05(b), a Canadian Cross-Border Loan Guarantor shall be made in compliance with Section 6.04treated only as a Canadian Loan Party and not as a U.S. Loan Party; (c) Asset Swaps permitted under Section 6.04(i)sales of Accounts by the U.S. Borrowers to WESCO Receivables pursuant to the Receivables Securitization Agreements; (d) sales, transfers or and dispositions of assets constituting investments permitted under Section 6.04(j); andAccounts in connection with the compromise, settlement or collection thereof; (e) sales, transfers and dispositions of Permitted Investments and other investments permitted by clause (h) of Section 6.04; (f) sale and leaseback transactions permitted by Section 6.06; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (h) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (i) the granting of Permitted Liens; (j) sales, transfers and dispositions to the extent constituting Investments permitted under Section 6.04 (other than sales of Equity Interests in Loan Parties or in any Parent of any Loan Party); and (k) sales, transfers and other dispositions of real property, equipment or other fixed or capital assets that are no longer used or useful to the business operations of the Loan Parties; (l) sales, transfers and other dispositions of Equity Interests in Excluded Subsidiaries; and (m) so long as no Event of Default has occurred and is continuing or would result therefrom, transfers and other dispositions of assets (other than assets constituting Collateral or Equity Interests in Loan Parties or in any Parent of any Loan Party) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dm) shall not exceed $10,000,000 20,000,000 during any fiscal year year, provided further that, subject to the condition set forth at the beginning of this Section 6.05(m), any portion of the Borrower, basket amount set forth in the foregoing proviso that is not utilized by the Loan Parties in any particular fiscal year may be carried forward and utilized in any subsequent fiscal year; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraph (b) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationvalue.

Asset Sales. The Borrower None of the Obligors will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower they permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers, leases and other dispositions of inventory, used or surplus equipment and or other obsolete assets, Permitted Investments and non-exclusive licenses of intellectual property, investments referred to in each case Section 10.2.4(h) in the ordinary course Ordinary Course of businessBusiness; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party U.S. Obligor shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.0410.2.9; (c) Asset Swaps permitted under Section 6.04(i)(i) sales of accounts receivable and related assets by a Foreign Subsidiary pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary does not exceed at any time $35,000,000 and (ii) sales of accounts receivables and related assets pursuant to the Specified Vendor Receivables Financing; (d) sales, the creation of Liens permitted by Section 10.2.2 and dispositions as a result thereof; (e) sales or transfers or that are permitted sale and leaseback transactions pursuant to Section 10.2.6; (f) sales and transfers that constitute part of an Acquisition Lease Financing; (g) Restricted Payments permitted by Section 10.2.8; (h) transfers and dispositions of assets constituting investments permitted under Section 6.04(j); and10.2.4; (ei) sales, transfers and other dispositions of property identified on Schedule 10.2.5; and (j) so long as no Event of Default shall have occurred and then be continuing, sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 (i) 15% of the aggregate fair market value of all assets of the Parent Borrower (determined as of the end of its most recent Fiscal Year), including any Equity Interests owned by it, during any fiscal year Fiscal Year of the Parent Borrower, ; provided that such amount shall be increased, in respect of the Fiscal Year ending on December 31, 2016, and each Fiscal Year thereafter by an amount equal to the total unused amount of such permitted sales, transfers and other dispositions for the immediately preceding Fiscal Year (without giving effect to the amount of any unused permitted sales, transfers and other dispositions that were carried forward to such preceding Fiscal Year) and (ii) 35% of the aggregate fair market value of all assets of the Parent Borrower as of the Original Closing Date, including any Equity Interests owned by it, during the time subsequent to the Original Closing Date; provided, further, however, that Obligors shall comply with Section 10.1.2(l) concerning any sale, transfer or other disposition of Revolver Priority Collateral in an aggregate amount in excess of $5,000,000; provided that (x) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b) or (h) above) shall be made for fair value and (other than y) all sales, transfers transfers, leases and other dispositions permitted under clause by clauses (bi) or and (c)j) above shall be for at least 8075% cash consideration.

Asset Sales. The Parent Borrower will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest owned by it (other than any such sale, transfer, lease or other disposition resulting from any casualty or condemnation of another Personany assets of the Parent Borrower or any of the Subsidiaries), nor will the Parent Borrower permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment tangible property and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers transfers, issuances and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.10; (c) Asset Swaps permitted under Section 6.04(i)leases and licenses entered into in the ordinary course of business; (d) sales, transfers or dispositions of assets constituting investments sales in connection with sale-leasebacks permitted under Section 6.04(j); and6.07; (e) sales of investments referred to in clauses (b), (f), (h), (l) and (m) of Section 6.05; (f) sales, transfers and dispositions of assets (other than Equity Interests of a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (df) shall not not, in the aggregate, exceed $10,000,000 5,000,000 during any fiscal year the term of this Agreement; (g) sales, transfers and dispositions of Foreign Assets; (h) transfers and dispositions constituting investments permitted under Section 6.05; and (i) sales, transfers and dispositions of the Borrowerassets set forth in Schedule 6.06; provided that the Parent Borrower provides the Administrative Agent, the Collateral Agent and the Co-Collateral Agent with written notice of any such sale, transfer or disposition not less than five Business Days prior to the consummation thereof; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those among Loan Parties permitted by clause (b) above) shall be made for an amount not less than fair value (as determined in good faith by the Board of Directors of the Parent Borrower), or, in the case of clause (d) above, for an amount, if less, equal to the aggregate cost expended for the property that is the subject of such sale-leaseback (except that those permitted by clause (a) above shall be made on terms that are customary in the ordinary course) and for consideration at least 75% of which is (other than salesi) cash, transfers and other (ii) except in the case of dispositions permitted under pursuant to clause (b) above that are not among Loan Parties, in the form of properties or assets to be owned by the Parent Borrower or any other Loan Party for use in a business permitted by this Agreement or (iii) except in the case of dispositions pursuant to clause (b) above that are not among Loan Parties, voting Equity Interests in one or more Persons engaged in a Permitted Business that are or are to become Wholly Owned Subsidiaries that will be Loan Parties in connection with such transaction (provided that, (A) in the case of clause (ii), in the event of any sale, transfer, lease or other disposition of First-Priority Collateral, the assets received in respect of such First-Priority Collateral shall be First-Priority Assets that become First-Priority Collateral, (B) in the case of clause (iii), in the event such Equity Interests of such Person are received in respect of any sale, transfer, lease or other disposition of First-Priority Collateral, such Person owns First-Priority Assets that become First-Priority Collateral with a fair market value that is equal to or greater than (1) 75% of the fair market value of the First-Priority Collateral that is the subject of such sale, transfer, lease or disposition, minus (2) the fair market value of any consideration received by any Loan Party pursuant to clauses (i) and (ii) above and (C) in the case of clauses (ii) and (iii), the applicable transaction involves a Permitted Acquisition). For purposes of this Section 6.06, the following shall be deemed to be cash: (a) the assumption of any liabilities of the Parent Borrower or any Subsidiary with respect to, and the release of the Parent Borrower or such Subsidiary from all liability in respect of, any Indebtedness of the Parent Borrower or the Subsidiaries permitted hereunder (in the amount of such Indebtedness) in connection with a sale, transfer, lease or other disposition of Second-Priority Collateral permitted under Section 6.06 and (b) securities received by the Parent Borrower or any Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by the Parent Borrower or such Subsidiary into cash. For purposes of this Section 6.06 and for so long as any Senior First Lien Notes that are secured by a first-priority Lien on the Second-Priority Collateral remain outstanding, (a) any sale, transfer, lease or other disposition of the Equity Interests of any Loan Party that owns assets constituting First-Priority Collateral or Second-Priority Collateral shall be deemed to be a sale, transfer, lease or disposition of such First-Priority Collateral or Second-Priority Collateral, (b) any sale, transfer, lease or other disposition of Equity Interests of a Loan Party that owns both First-Priority Collateral and Second-Priority Collateral shall be deemed to be a separate sale, transfer, lease or disposition of such First-Priority Collateral and such Second-Priority Collateral) and (c)) for at least 80% cash considerationthe proceeds received by the Parent Borrower or any Subsidiary in respect of any such sale, transfer, lease or disposition referred to in clause (b) above (or any sale, transfer, lease or other disposition of assets (other than those described in clause (b) above) including both First-Priority Collateral and Second-Priority Collateral without allocating the purchase price between First-Priority Collateral and Second-Priority Collateral) shall be allocated to the First-Priority Collateral and the Second-Priority Collateral pursuant to the terms of the Intercreditor Agreement.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, Subsidiary to (x) sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Person, nor will the Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such SubsidiaryEquity Interest owned by it, except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to among the Borrower or a Subsidiary; provided that any such sales, transfers or Loan Parties (including dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with permitted by Section 6.046.03); (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of Permitted Investments and other investments permitted by clause (h) of Section 6.04; (d) sale and leaseback transactions permitted by Section 6.06; (e) sales by domestic subsidiaries of intellectual property rights and licenses to foreign subsidiaries; (f) leases, subleases, licenses or sublicenses of real or personal property (including intellectual property) in the ordinary course of business and consistent with past practice; (g) dispositions or use of cash and Permitted Investments in the ordinary course of business and consistent with past practice; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower (or any of its Subsidiaries); (i) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (di) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and ; (other than j) sales, transfers and other dispositions permitted under clause of property to the extent that (bi) such property is exchanged for credit against the purchase price of similar replacement property, or (c)ii) for at least 80% cash considerationthe proceeds of such disposition are promptly applied to the purchase price of such replacement property; and (k) sales, transfers and other dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture arrangements and similar binding arrangements.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Holdings or any Borrower permit any of it Subsidiaries Restricted Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Restricted Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) the Company or any Restricted Subsidiary may (i) effect any transaction permitted by Section 6.03, Section 6.04 and Section 6.08(a) or (ii) incur any Lien permitted under Section 6.02; (c) sales, transfers and dispositions to of accounts receivable in connection with the Borrower compromise, settlement or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)collection thereof; (d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (j), (k) and (n) of Section 6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Restricted Subsidiary; (g) sales, transfers and other dispositions of assets constituting investments (other than Equity Interests in a Restricted Subsidiary unless all Equity Interests held in such Subsidiary are sold) that are not permitted under by any other paragraph of this Section 6.04(j)having a value of up to the sum of $10,000,000 per fiscal year in the aggregate; andprovided, that such sales, transfers and other dispositions may exceed $10,000,000 per fiscal year if and to the extent that, after giving pro forma effect thereto, (i) no Default or Event of Default then exists or would result therefrom, (ii) Availability is greater than $75,000,000, and (iii) the Fixed Charge Coverage Ratio is greater than 1.15 to 1.00; (eh) sales, transfers and dispositions of (i) the Specified Properties and (ii) Glenwood’s Equity Interests in Buyer’s Access; (i) the Company and any Restricted Subsidiary may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (j) the Company and any Restricted Subsidiary may make sales, transfers and other dispositions of property (other than Inventory if an Event of Default has occurred and is continuing) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such sales, transfers and other dispositions are promptly applied to the purchase price of such replacement property; (k) the Company and any Restricted Subsidiary may make sales, transfers and other dispositions of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (l) the Company and any Restricted Subsidiary may sell, transfer or otherwise dispose of, or issue Equity Interests in, Restricted Subsidiaries so long as, after giving effect thereto, (i) the Company or a Restricted Subsidiary continues to have an Equity Interest in such Person, (ii) the total assets of all non-wholly owned Persons that are or were Restricted Subsidiaries, as reflected on their most recent balance sheets prepared in accordance with GAAP, do not permitted by any other clause of this Section; provided that in the aggregate fair -------- market value at any time exceed $7,500,000, and (iii) the total revenues of all assets soldnon-wholly owned Persons that are or were Restricted Subsidiaries, transferred for the twelve-month period ending on the last day of the most recent period for which financial statements have been delivered pursuant to Section 5.01(a) or otherwise disposed of (b) do not in reliance upon this clause (d) shall not the aggregate exceed $10,000,000 during any fiscal year of the Borrower, 7,500,000; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b), (f), (i), (j) and (k) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration; provided further, that: (A) any liabilities of any Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which such Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Borrower or such Restricted Subsidiary from such transferee that are converted by such Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of the applicable disposition, and (C) other than with respect to a disposition of Collateral of the types included in the Borrowing Base, any Designated Non-Cash Consideration received by the Borrowers or their Restricted Subsidiaries in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to clause (C) that is at that time outstanding, not in excess of the greater of $25,000,000 and 2.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted under by clauses (i) and (k) of Section 6.04(j); and6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 1,000,000 during any fiscal year of the Borrower; and (h) sales of all Equity Interests in an Unrestricted Subsidiary (excluding all Supported Subsidiaries, none of which may sold without the Lender's prior written consent): if (i) such Unrestricted Subsidiary was not acquired or formed with proceeds of an Acquisition Loan, or (ii) the outstanding principal balance of the Acquisition Loan is zero at the time of such sale, and if, after giving effect to such sale, no Default or Event of Default would otherwise result from such sale; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80100% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business, (iii) the abandonment or other disposition of immaterial intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole and (iv) cash in connection with transactions not prohibited by the terms of this Agreement; (b) sales, transfers and dispositions to the Borrower any Loan Party or a any Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted under by clauses (i) and (k) of Section 6.04(j); and6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed the greater of (x) $10,000,000 25,000,000 and (y) 5% of Consolidated Total Assets (at the time made) during any fiscal year the term of the Borrower, provided that this Agreement and (ii) all sales, transfers, leases transfers and other dispositions permitted -------- hereby made in reliance upon this paragraph (g) in respect of property for a purchase price in excess of $600,000 shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration; (h) leases or subleases of real or personal property in the ordinary course of business and in accordance with the applicable Collateral Documents; (i) transactions permitted by Section 6.03 or Section 6.04; and (j) sales by the Loan Parties of Accounts to one or more financial institutions from time to time, to the extent permitted pursuant to the ABL Documents (each such sale, an “Approved Account Sale”).

Asset Sales. The Borrower Company will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Company permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers or other dispositions of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyequipment, or Cash or Cash Equivalents made pursuant to Section 6.04(a) or (h), in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower Company or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets that are not permitted by any other clause of this Section; provided that immediately before and after giving effect to such sale, transfer or disposition (i) the aggregate fair -------- market value Loan Parties, on a consolidated basis, are Solvent, and (ii) no Default or Event of all Default has occurred or is continuing; and provided further that the assets sold, transferred or otherwise disposed of (including assets sold, transferred or disposed of by means of the sale, transfer or disposition of any Equity Interests) in reliance upon this clause (dc) shall not exceed $10,000,000 during any fiscal year of the BorrowerCompany shall not exceed fifteen percent (15%) of the operating assets of the Loan Parties as of the Effective Date; (d) sales of assets pursuant to sale and leaseback transactions permitted by Section 6.06; 102 (e) leases or subleases of property (excluding sale and leaseback transactions) by any Loan Party in the ordinary course of business; (f) Permitted Divestitures, provided that any Net Proceeds received by the Borrowers and the Subsidiaries in connection with any such Permitted Divestiture shall be paid to the Administrative Agent for application to the Obligations in accordance with the provisions of Section 2.11(m); (g) the Borrowers and the Subsidiaries may enter into Asset Swaps, provided that the aggregate fair market value of the stores or facilities transferred by the Borrowers and the Subsidiaries pursuant to Asset Swaps in a year shall not exceed $10,000,000; (i) mergers and consolidations, and (ii) liquidations and dissolutions, in each case in compliance with Section 6.03(a); and (i) sales of assets or Equity Interests of Subsidiaries acquired by the Company in its acquisition of Best Cellars, Inc. and the Subsidiaries of Best Cellars, Inc.; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and at least 70% cash consideration (other than salesthose permitted by clauses (a), transfers and other dispositions permitted under clause (b) or and (ch) above)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets by any Loan Party to the Borrower any other Loan Party or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 1,250,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under this Section 6.05 (other than those permitted by paragraphs (b), (d) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Parent Borrower will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Parent Borrower permit any of it Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Subsidiary Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets that are not permitted by any other clause of this SectionSection (including the sale-leaseback transactions permitted by clause (b) of Section 6.06); provided that (i) in the case of any such sale, transfer or disposition of Equity Interests of a Subsidiary, such sale, transfer or disposition shall include all Equity Interests of and other investments in and loans and advances to such Subsidiary (and any other Subsidiary in which such sold Subsidiary holds an Equity Interest) and, after giving effect thereto, none of the Parent Borrower and the Subsidiaries shall owe any Indebtedness to the Subsidiary so sold, transferred or otherwise disposed of, and (ii) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dc) shall not exceed $10,000,000 US$25,000,000 during any fiscal year of the Parent Borrower; provided further that to the extent such sales, transfers and other disposition in any fiscal year ending on or after October 31, 2010, are less than the amount permitted for such fiscal year (including any amounts carried over into such fiscal year pursuant to this proviso), the unused amount (or, if less, US$50,000,000) may be carried over to the next fiscal year; (d) any sale of fixed or capital assets pursuant to a sale-leaseback transaction permitted by clause (a) of Section 6.06; and (e) any sale, transfer, lease or other disposition described in Schedule 6.05; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash considerationconsideration (including Accounts, in the case of clause (a) above).

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower any Loan Party permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or any other Subsidiary in compliance with Section 6.03 or 6.04), except: (a) sales sales, transfers, leases and other dispositions of inventoryInventory, farm products, used or surplus equipment equipment, cash and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the a Borrower or a Subsidiary; provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps sales to effect Sale/Leaseback Transactions permitted under by Section 6.04(i)6.06; (d) sales, transfers or dispositions of assets constituting investments Restricted Payments permitted under by Section 6.04(j); and6.08; (e) sales or other dispositions of documents of title in the ordinary course of business with respect to sales of Inventory to foreign customers; (f) any Excluded Transfer; (g) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (h) dispositions resulting from any casualty or insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (i) dispositions of Permitted Investments in the ordinary course of business; (j) in the case of each Person referred to in Section 6.04(m), dispositions of Investments in the ordinary course of its business; (k) sales, transfers, leases and other dispositions of assets that are not permitted by any other clause paragraph of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed of in reliance upon on this clause paragraph shall not (A) during any 12-month period, exceed $300,000,000, and (B) during the term of this Agreement, exceed 5% of consolidated total assets of the Company as set forth in the most recent consolidated balance sheet of the Company delivered to the Administrative Agent pursuant to Section 5.01(a) or (b) at the time of any proposed disposition to be made in reliance on this paragraph (k), and (ii) such assets shall not include Collateral other than Collateral owned by a Subsidiary all the assets of which, or all the Equity Interests in which, are disposed of as part of the same transaction; and (l) sales, transfers and other dispositions of accounts receivable, payment intangibles and related assets pursuant to Securitization Transactions permitted under Section 6.01(xix) or (xx); provided that all transfers, leases or dispositions permitted hereby (other than those permitted by paragraphs (b), to the extent the applicable transaction is solely among the Loan Parties, and (d) shall not exceed $10,000,000 during any fiscal year of the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby above) shall be made for fair value and (other than sales(1) those permitted by paragraphs (a), transfers to the extent the applicable transaction relates to Permitted Investments, (b), (c), (d), (g), (i) and (j) and (2) other dispositions of assets having in the aggregate for all such dispositions during the term of this Agreement taken together a fair value that is less than $50,000,000) for at least 75% cash consideration. Notwithstanding the foregoing, (a) no such sale or transfer of any Equity Interests in any Subsidiary shall be permitted unless (i) such Equity Interests constitute all the Equity Interests in such Subsidiary held by the Loan Party and the Subsidiaries and (ii) immediately after giving effect to such transaction, the Company and the Subsidiaries shall otherwise be in compliance with Section 6.04, and (b) no sale or transfer of any Intellectual Property (as defined in the Security Agreement) shall be made that would result in the loss by the Company of the free and unconditional use of the Tyson name or prevent, delay, hinder or increase the cost of the Administrative Agent’s exercise of its rights under the license to Intellectual Property granted under the Security Agreement (it being understood that (1) this clause (b) is not intended to prevent the grant of any license or Lien on Intellectual Property so long as all rights necessary to enable the Administrative Agent to exercise its rights in respect of the Collateral are reserved and (c2) at all times after the release of the Collateral pursuant to Section 9.18(b) this clause (b) shall be read as if the Collateral had not been so released)) for at least 80% cash consideration.

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, license, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it (other than pursuant to the VAB Sale on the Effective Date), nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than directors’ qualifying shares and Equity Interests issued to the Borrower or another Subsidiary in compliance with Section 6.04(d)), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, (ii) used or surplus equipment and (iii) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; , provided that any such sales, transfers transfers, leases or other dispositions to involving a Loan Party and a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (d) sales, transfers or transfers, leases and other dispositions of assets constituting investments property to the extent that such property constitutes an investment permitted by clause (i), (k), (m) or (o) of Section 6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); (e) sale and leaseback transactions permitted by Section 6.06; (f) leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary; (g) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary; (h) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (i) the sale, transfer, lease or disposition of the Trumbull Property; and (ej) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 25,000,000 during any fiscal year of the Borrower, . provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b)) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) (unless the disposition is by a Loan Party to a Subsidiary that is not a Loan Party), (d) or (ch)) for at least 8075% cash considerationconsideration payable at the time of such sale, transfer or other disposition.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Subsidiary thereof in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the a Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (i) and (k) of Section 6.04; (e) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Borrower or any Subsidiary thereof; (f) issuance of shares of stock of PCS to employees of or consultants to PCS provided that no more than an aggregate of 35% of the equity of PCS shall be issued and outstanding to such employees and consultants at any time; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary of a Borrower unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 250,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (e) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interests owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interests in such Subsidiary, except: (a) sales of inventory, inventory or used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a wholly-owned Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets (other than less than all the Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dc) shall not exceed $10,000,000 15,000,000 during any fiscal year of the Borrower, ; and (d) sales of accounts receivable and related assets pursuant to the Permitted Receivables Financing; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by Section 6.05 (b) between Loan Parties) (i) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (bii) or (c)) for at least 80% of the total consideration received at the closing of such sale, transfer, lease or disposition shall consist of cash considerationand at least 80% of the total consideration received after taking into account all final purchase price adjustments and/or contingent payments (including working capital adjustment or earn-out provisions) expressly contemplated by the transaction documents, when received shall consist of cash. (i) Notwithstanding anything contained in Section 6.08 of the Credit Agreement (Restricted Payments; Certain Payments of Indebtedness) or any other provision of the Loan Documents to the contrary, (i) no management fees shall be paid (but may continue to accrue) to Granaria or its Affiliates on or after February 28, 2005, and reimbursement for their reasonable out-of-pocket expenses relating to the management of Holdings shall be limited to $250,000 in the aggregate for the period from and including February 28, 2005, through and including the Scheduled Standstill Expiration Date, and (ii) no cash dividends shall be paid by Holdings or the Borrower on or after February 28, 2005. (j) During the Standstill Period, compliance with Sections 6.12 (Interest Expense Coverage Ratio), 6.13 (Leverage Ratio), 6.14 (Fixed Charge Coverage Ratio), and Section 6.15 (Capital Expenditures) as set forth in the Credit Agreement shall be suspended and in their place Holdings and the Borrower hereby agree to comply with the following:

Asset Sales. The Borrower Company will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Company permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used used, worn-out, obsolete or surplus equipment property, delinquent accounts in the ordinary course of business for purposes of collection and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) dispositions of Securitization Receivables to an Eligible Special Purpose Entity in a Permitted Securitization; (c) sales, transfers and other dispositions from (i) a Loan Party to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to another Loan Party and (ii) a Subsidiary -------- that is not a Loan Party to the Company or a Subsidiary provided, that in the event any such sale, transfer or disposition shall (i) be deemed an investment in effected by or through a consolidation or merger involving the Company or any other Loan Party, then, such Subsidiary and (ii) Loan Party shall be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)the survivor; (d) sales, transfers or and other dispositions of assets constituting investments made in connection with sale and leaseback transactions permitted under Section 6.04(j)6.06; (e) sales of assets within 365 days after the acquisition thereof if (i) such assets are acquired as part of a larger acquisition and (ii) such assets are sold for cash or other consideration which represents the fair market value thereof; (f) licenses, sublicenses, leases and subleases granted to third parties in the ordinary course of business that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary; (g) any issuance of Equity Interests of the Company to any Person and any issuance of Equity Interests of any Subsidiary to the Company or any Subsidiary; and (eh) sales, transfers and other dispositions of assets that are not otherwise permitted by this Section 6.05 provided, that (i) in the event any such sale, transfer or disposition shall be effected by or through a consolidation or merger involving the Company or any other clause Loan Party, then, such Loan Party shall be the survivor, (ii) no Default exists or would result from the making of this Sectionany such sale, transfer or other disposition; provided that and (iii) the aggregate fair -------- market value of all of the assets sold, transferred or otherwise disposed of under the permissions of this paragraph (h) (including the assets in reliance upon this clause (dthe proposed sale, transfer or disposition) after the Effective Date shall not exceed $10,000,000 during any an amount equal to ten (10%) of Consolidated Tangible Net Worth for the fiscal year of most recently ended as determined from the Borrower, provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (caudited financial statements most recently delivered pursuant to Section 5.01(a)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or a Subsidiary; provided any Subsidiary that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Party; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of assets that are accounts receivable in connection with the compromise, settlement or collection thereof; (d) (i) non-exclusive licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years and (ii) non-exclusive licenses of intellectual property rights to any present or future franchisee of a “Potbelly Sandwich Works” restaurant concept in connection with a franchise agreement entered into on an arm’s length basis and in the ordinary course of business between Potbelly Franchising and such franchisee; (e) sale and leaseback transactions permitted by Section 6.06; (f) sales, transfers and dispositions in connection with mergers and consolidations permitted by Section 6.03; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (h) Liens permitted by Section 6.02; (i) dispositions of no more than 10% of the Restaurants in existence as of the beginning of the applicable Fiscal Year in which such dispositions occur; provided that (i) at the time of such disposition, no Event of Default shall exist or would result from such disposition, (ii) any disposition which is a sale, transfer or other similar transaction shall be an arm’s length transaction with a Person other than an Affiliate, and (iii) in connection with any disposition which is a sale, transfer or other similar transaction, the aggregate amount of any proceeds consisting of non-cash consideration received in connection with all such Dispositions permitted under this clause (i) in any Fiscal Year shall not exceed $500,000; (j) so long as no Event of this Section; Default or Default has occurred and is continuing or would occur as a result thereof, sales, transfers and other dispositions by the Borrower of its property at prices and on terms and conditions not less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties, provided that the aggregate fair -------- market value (as determined in good faith by the Borrower) of all assets property sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dj) in any twelve month period shall not exceed $10,000,000 during any fiscal year of the Borrower, 5,000,000; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (a)(ii), (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower Loan Parties permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Loan Party in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower Borrowers or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.08; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (j) and (l) of Section 6.04; (e) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Loan Parties or any Subsidiary; and (ef) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 25,000,000 during any fiscal year of the BorrowerBorrowers; provided that such limit shall not apply if at the time of such disposition, there is no outstanding Revolving Exposure and the Loan Parties have at least $25,000,000 of cash (unencumbered by any pledge or Lien other than those permitted under clause (a) of the definition of Permitted Encumbrances) on their combined balance sheet both before and after giving effect to such disposition (without regards to the proceeds of such sale, transfer or disposition); (g) the disposition of the interest of ANS and its Subsidiaries in the Footner Plant; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (e) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Subsidiary thereof in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the a Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i);sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; 116 (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (i) and (k) of Section 6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Borrower or any Subsidiary thereof; (g) sale of the ISEP Business or the Containment Business; and (eh) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary of a Borrower unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 2,500,000 during any fiscal year of the Company; provided further that sales, transfers and dispositions in excess of $2,500,000 shall be permitted if the Net Proceeds thereof in excess of $2,500,000 are applied to prepay the Revolving Loans and permanently reduce the Total Revolving Commitments (and for any sale of assets of a UK Loan Party or the Belgian property of the Belgian Borrower, the UK Revolving Sublimit or the Belgian Revolving Sublimit, as applicable) by the amount of such prepayment as provided in Section 2.10(e) and not less than five (5) US Business Days prior to any such sale, transfer or disposition, the Company shall deliver to the Administrative Agent a Borrowing Base Certificate for the applicable Borrowing Base in respect of the assets to be sold, transferred or otherwise disposed of and such Borrowing Base Certificate shall demonstrate that the US Availability, UK Availability or Belgian Availability, as applicable depending on the assets sold, transferred or disposed of, shall not be reduced by an amount greater than the Net Proceeds to be received by the Loan Parties and applied to the prepayment of the Revolving Loans pursuant to Section 2.10(a); provided further however that the Loan Parties shall not be required to make any prepayments of the Revolving Loans or reduce the Total Revolving Commitments under the second proviso above until the aggregate amount of such Net Proceeds in excess of $2,500,000 equal $500,000 and then the Loan Parties shall be required to prepay the total amount in excess of $2,500,000; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary or otherwise in compliance with Section 6.04), except: : (a) sales (i) sales, transfers and dispositions of inventory, obsolete, damaged or worn-out equipment, and other obsolete, damaged, worn-out, used or surplus equipment assets or other property no longer used or useful in the business, no longer economically practical or commercially desirable to maintain, (ii) inventory and Permitted Investments and non-exclusive licenses of intellectual propertygoods held for sale or other immaterial assets, in each case (iii) accounts in the ordinary course of business; business for collection, and (iv) cash and Cash Equivalents; (b) sales, transfers and dispositions of assets to the Borrower or a any Subsidiary; provided that (x) any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; 6.07 and (y) at least 75% of the consideration received by a Loan Party from a Subsidiary that not a Loan Party shall be in the form of cash or Cash Equivalents; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and dispositions of accounts receivable made only to the account debtors obligated therefor (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers and dispositions of Cash Equivalents in the ordinary course of business; (e) sale and leaseback transactions permitted by Section 6.11; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) transfers of cash in the ordinary course of business for equivalent value; (h) dispositions of non-core assets acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder in an aggregate amount not to exceed 20% of the total consideration of the total assets acquired in such Permitted Acquisition or other Investment; 83 (i) licenses of patents, trademarks, copyrights, trade secrets and other intellectual property rights granted by Borrower or its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary and leases, subleases, licenses or sublicenses of any real or personal property; (j) sales, transfers and other dispositions of assets for fair value (as reasonably determined by the Borrower in good faith) that are not permitted by any other clause of this SectionSection 6.12; provided that (x) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 at the time of such disposition an amount equal to 10% of Consolidated Total Assets as of the last day of the most recently ended Reference Period for which Financial Statements are available, during the term of this Agreement and (y) at least 75% of the consideration received shall be in the form of cash or Cash Equivalents; (k) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) Liens permitted by Section 6.02 (other than Section 6.02(o)), Investments permitted by Section 6.04 (other than Section 6.04(s)) and Restricted Payments permitted by Section 6.06; and (m) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (n) sales, transfers and dispositions, terminations or unwinding of any fiscal year Swap Agreement; (o) the abandonment, lapse, expiration or other disposition of intellectual property, whether now or hereafter owned or licensed or acquired in connection with an Acquisition or other permitted Investment that is, in the reasonable business judgment of the Borrower, provided that all salesno longer material or useful in or to the business of the Borrower and its Subsidiaries; (p) sales or dispositions of Equity Interests of any Subsidiary (a) prior to the time such Subsidiary becomes a wholly-owned Subsidiary, transfersin each case pursuant to any stock appreciation rights, leases and plans, equity incentive or achievement plans or any similar plans or any similar plans or exercise of warrants, options or other dispositions permitted -------- hereby shall be made convertible into or exchangeable for fair value and (the Equity Interests of such Subsidiary, so long as such rights, warrants, options or other than salessecurities were not entered into or issued in connection with or in contemplation of such person becoming a Subsidiary, transfers and other dispositions permitted under clause or (b) in order to qualify members of the governing body of such Subsidiary if required by applicable law; (q) samples, including time-limited evaluation software, provided to customers or prospective customers; (r) de minimis amounts of equipment provided to employees; (s) the Borrower and any Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests, (ii) transfer any intercompany Indebtedness to the Borrower or any Subsidiary, (iii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Subsidiary, (iv) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns or (c)v) for at least 80% cash consideration.surrender or waive contractual rights and settle or waive contractual or litigation claims; and (t) any grant of an option to purchase, lease or acquire property, so long as the disposition resulting from the exercise of such option would otherwise be permitted hereunder. 84

Asset Sales. The None of the Borrower or any Restricted Subsidiary will notassign or sell any income or revenues (including accounts receivable and royalties) or rights in respect of any thereof (except to the extent assigned or sold in connection with a Disposition of the assets to which such income, revenues or rights relate and will not ------------ permit any of its Subsidiaries to, which is otherwise permitted under this Agreement) or sell, transfer, lease or otherwise dispose of, or exclusively license outside the ordinary course of business, any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries to Restricted Subsidiary issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiaryRestricted Subsidiary (other than to the Borrower or a Restricted Subsidiary in compliance with Section 6.04, and other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under Requirements of Law) (each, a “Disposition”), except: (a) sales Dispositions of inventorythe following in the ordinary course of business: (i) obsolete, worn-out, used or surplus equipment assets to the extent such assets are no longer used or useful or necessary for the operation of the Borrower’s and Permitted Investments the Restricted Subsidiaries’ business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to expire, lapse or be abandoned), (ii) inventory and non-exclusive goods held for sale or other immaterial assets, and (iii) cash and Cash Equivalents; (b) leases, subleases, licenses or sublicenses of intellectual any real or personal property, in each case other than any Intellectual Property, in the ordinary course of business; (bc) sales, transfers and dispositions Dispositions to the Borrower or a any Restricted Subsidiary; provided that any such salesDisposition involving a Restricted Subsidiary that is not a Loan Party, transfers (i) to the extent such Disposition constitutes an Investment, shall be made in compliance with Section 6.04 and (ii) otherwise, shall be made in compliance with Section 6.09; provided, further, that no Disposition of Intellectual Property material to the business or dispositions operations of the Borrower and its Restricted Subsidiaries, taken as a whole, owned by a Loan Party may be made to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; pursuant to this clause (c); provided that the foregoing proviso shall not prohibit the transfer by the Borrower or any Restricted Subsidiary to a Foreign Subsidiary of any non-U.S. confidential proprietary database, any non-U.S. ownership rights (or exclusive licenses) Asset Swaps permitted under Section 6.04(ithereto or non-U.S. Intellectual Property or Intellectual Property rights, including ownership rights (or exclusive licenses), covering or relating to jurisdictions outside the United States (provided that the Loan Parties shall retain all rights required for or material to the operation of their businesses in the United States); (d) sales, transfers Dispositions of accounts receivable in connection with the compromise or dispositions collection thereof in the ordinary course of assets constituting investments permitted under Section 6.04(j); andbusiness and not as part of any accounts receivables financing transaction; (e) salesDispositions of assets subject to any casualty or condemnation proceeding (including in lieu thereof); (f) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (g) Liens permitted by Section 6.02, transfers Dispositions permitted by Section 6.03, Investments permitted by Section 6.04 and dispositions Restricted Payments permitted by Section 6.08; (h) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) Dispositions of auction rate securities held on the Closing Date; (j) Dispositions of the Equity Interest in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (k) Dispositions of assets that are not permitted by any other clause of this Section; provided that (i) no Event of Default shall have occurred and be continuing both immediately prior to and immediately after such Disposition, (ii) the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed Disposed of in reliance upon on this clause (d) shall not exceed $10,000,000 during (A) 15% of Consolidated Total Assets of the Borrower in any fiscal year (measured as of the Borrowerlast day of the immediately preceding fiscal year for which financial information has been delivered pursuant to Section 5.01(a), provided that or, prior thereto, as set forth in the Pro Forma Financial Statements) or (B) 30% of Consolidated Total Assets of the Borrower during the term of this Agreement (measured as of the last day of the immediately preceding fiscal year for which financial information has been delivered pursuant to Section 5.01(a), or, prior thereto, as set forth in the Pro Forma Financial Statements) and (iii) all salesDispositions made in reliance on this clause, transfersother than Dispositions of assets having a fair value not in excess of $20,000,000 for any individual Disposition or $40,000,000 in the aggregate for all such Dispositions during the term of this Agreement, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash considerationCash Consideration.

Asset Sales. The Borrower Transaction Parties will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another Personstock, nor will the Borrower Transaction Parties permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's its capital stock or other ownership interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales of inventory located at any store where the Borrower is conducting a going-out-of-business or similar sale in connection with the closing of such store; (c) sales, transfers and dispositions to the Borrower or a Borrower Subsidiary; , provided that any such sales, transfers or dispositions to involving a Borrower Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04; (c) Asset Swaps permitted under Section 6.04(i)6.09; (d) sales, transfers or dispositions sales of assets constituting investments permitted under Section 6.04(j)listed on Schedule 6.05; (e) sales of real estate and fixtures relating to such real estate; and (ef) sales of accounts receivables in connection with the Receivables Purchase Agreements; (g) sales, transfers and dispositions of assets (other than capital stock of a Subsidiary) that are not permitted by any other clause of this Section; , 72 67 provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dg) shall not exceed $10,000,000 in the aggregate during any fiscal year the term of the Borrowerthis Agreement, provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than sales, transfers and other disposition permitted under clause (b) and (c)) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) solely for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments Permitted Investments; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 100,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under this Section 6.05 (other than those permitted by paragraphs (b), (d) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Holdings and the Borrower will not, and will not ------------ permit any of its Subsidiaries other Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interests owned by it, nor will the Borrower Holdings permit any of it its Restricted Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest in such SubsidiaryEquity Interests, except: (a) sales, transfers, leases or other dispositions of fiber optic cable capacity, sales of inventory, and sales of used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual propertyCash Equivalent Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)issuances to the Borrower or any other Restricted Subsidiary of Equity Interests in any Restricted Subsidiary other than the Borrower; (d) sales, transfers or dispositions issuances to Holdings by the Borrower of assets constituting investments permitted under Section 6.04(j); andQualifying Equity Interests in the Borrower; (e) Permitted Telecommunications Asset Dispositions; (f) sales, transfers and dispositions of assets to the extent constituting Investments permitted under Section 6.04; (g) Restricted Payments permitted under Section 6.07(a) and payments of principal and interest permitted under Section 6.07(b); (h) the sale, transfer or other dispositions required by Section 5.17 or 5.18; (i) any transfer of Receivables and Related Transferred Rights (each as defined in the Security Agreement attached hereto as Exhibit K) in order to consummate a Permitted Receivables Transaction or to transfer such assets pursuant to a factoring arrangement; and (j) sales, transfers and dispositions of assets (other than Telecommunications Assets) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dTHIS SECTION 6.05(j) shall not exceed $10,000,000 25,000,000 during any fiscal year of the Borrower, ; provided that all sales, transfers, leases and other dispositions permitted -------- hereby under Sections 6.05(e) and 6.05(j) shall be made (x) for fair value and (other than sales, transfers and other dispositions permitted under clause (by) or (c)) for only if at least 8075% of the consideration paid therefor is cash considerationor Cash Equivalent Investments (or, if less than 75%, the remainder of such consideration consists of Telecommunications Assets).

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower any Loan Party permit any of it its Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or any other Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers, leases and other dispositions of inventory, farm products, used or surplus equipment equipment, cash and Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the a Borrower or a Subsidiary; provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps sales to effect Sale/Leaseback Transactions permitted under by Section 6.04(i)6.06; (d) sales, transfers or dispositions of assets constituting investments Restricted Payments permitted under by Section 6.04(j); and6.08; (e) the Permitted Lakeside Disposition; (f) any Excluded Transfer; (g) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (h) dispositions resulting from any casualty or insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (i) dispositions of Permitted Investments in the ordinary course of business; (j) in the case of each Person referred to in Section 6.04(m), dispositions of Investments in the ordinary course of its business; and (k) sales, transfers, leases and other dispositions of assets that are not permitted by any other clause paragraph of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred transferred, leased or otherwise disposed of in reliance upon on this clause (d) paragraph shall not exceed $10,000,000 during any fiscal year 275,000,000 and (ii) such assets shall not include Collateral other than Collateral owned by a Subsidiary all the assets of which, or all the Equity Interests in which, are disposed of as part of the Borrower, same transaction; provided that all sales, transfers, leases and other or dispositions permitted -------- hereby (other than those permitted by paragraphs (b), to the extent the applicable transaction is solely among the Loan Parties, and (d) above) shall be made for fair value and (other than salesthose permitted by paragraphs (a), transfers and other dispositions permitted under clause to the extent the applicable transaction relates to Permitted Investments, (b) or ), (c), (d), (g), (i) and (j)) for at least 8075% cash consideration. Notwithstanding the foregoing, (a) no such sale or transfer of any Equity Interests in any Subsidiary shall be permitted unless (i) such Equity Interests constitute all the Equity Interests in such Subsidiary held by the Loan Party and the Subsidiaries and (ii) immediately after giving effect to such transaction, the Company and the Subsidiaries shall otherwise be in compliance with Section 6.04, and (b) no sale or transfer of any Intellectual Property (as defined in the Security Agreement) shall be made that would result in the loss by the Company of the free and unconditional use of the Tyson name or prevent, delay, hinder or increase the cost of the Administrative Agent’s exercise of its rights under the license to Intellectual Property granted under the Security Agreement (it being understood that this clause (b) is not intended to prevent the grant of any license or Lien on Intellectual Property so long as all rights necessary to enable the Administrative Agent to exercise its rights in respect of the Collateral are reserved).

Asset Sales. The Borrower will not, and nor will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower it permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers, leases and other dispositions of inventory, used or surplus equipment and or other obsolete assets, Permitted Investments and non-exclusive licenses of intellectual property, investments referred to in each case Section 6.04(h) in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)(i) sales of accounts receivable and related assets by a Foreign Subsidiary pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary does not exceed at any time, $35,000,00040,000,000 and (ii) sales of accounts receivables and related assets pursuant to the Specified Vendor Receivables Financing; (d) sales, the creation of Liens permitted by Section 6.02 and dispositions as a result thereof; (e) sales or transfers or that are permitted sale and leaseback transactions pursuant to Section 6.06; (f) sales and transfers that constitute part of an Acquisition Lease Financing; (g) Restricted Payments permitted by Section 6.08; (h) transfers and dispositions of assets constituting investments permitted under Section 6.04(j); and6.04; (ei) sales, transfers and other dispositions of property identified on Schedule 6.05; and (j) so long as no Event of Default shall have occurred and then be continuing, sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dj) shall not exceed $10,000,000 (i) 15% of the aggregate fair market value of all assets of the Borrower (determined as of the end of its most recent fiscal year), including any Equity Interests owned by it, during any fiscal year of the Borrower, ; provided that such amount shall be increased, in respect of the fiscal year ending on December 31, 2016, and each fiscal year thereafter by an amount equal to the total unused amount of such permitted sales, transfers and other dispositions for the immediately preceding fiscal year (without giving effect to the amount of any unused permitted sales, transfers and other dispositions that were carried forward to such preceding fiscal year) and (ii) 35% of the aggregate fair market value of all assets of the Borrower as of the Closing2018 Replacement Term Loan Facility Effective Date, including any Equity Interests owned by it, during the term of this Agreement subsequent to the Closing2018 Replacement Term Loan Facility Effective Date; provided that (x) all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b) or (h) above) shall be made for fair value and (other than y) all sales, transfers transfers, leases and other dispositions permitted under clause by clauses (bi), (j) or and (c)k) above shall be for at least 8075% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower any Loan Party or a any Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Sections 6.04 and 6.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) sale and leaseback transactions, and other financing arrangements, permitted by Sections 6.01(n) and 6.06, and any other sale of Real Property not involving the incurrence of Indebtedness; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Subsidiary; (g) leases, subleases, licenses and sublicenses entered into in the ordinary course of business; and (eh) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dh) shall not exceed $10,000,000 during any fiscal year of the Borrower, 30,000,000; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.

Asset Sales. The Neither Holdings nor the Borrower will, nor will not, and will not ------------ they permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will Holdings or the Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Subsidiary, or in the case of Equity Interests of the Borrower, to Holdings, in compliance with Section 6.04(d)), except: (a) sales sales, transfers, leases and other dispositions of (i) inventory, used (ii) used, surplus, obsolete or surplus equipment worn out property and (iii) Permitted Investments and non-exclusive licenses of intellectual propertyInvestments, in each case in the ordinary course of business; (b) sales, transfers transfers, leases and other dispositions to the Borrower or a Subsidiary; , provided that any such sales, transfers transfers, leases or other dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent in the ordinary course of business and not for purposes of financing; (d) sales, transfers or transfers, leases and other dispositions of assets constituting investments property to the extent that such property constitutes an investment permitted by clause (i), (k) or (m) of Section 6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); (e) leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower and their respective Subsidiaries, taken as a whole; (f) licenses or sublicenses of Intellectual Property or Software in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Subsidiary; (g) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; and (eh) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dh) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower; (i) consummation of the Foreign Subsidiary Restructuring in accordance with the definition thereof; (j) mergers and consolidations in compliance with Section 6.03; (k) Investments in compliance with Section 6.04; and (l) sales or other dispositions in the ordinary course of business of the capital stock or other equity interests in any Subsidiary or joint ventures that, in the reasonable opinion of Borrower, are uneconomic or no longer useful in the conduct of the Borrower’s or any Subsidiary’s business, provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clauses (b), (i) and (k)) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b) (unless the disposition is by a Loan Party to a Subsidiary that is not a Loan Party), (d) or (cg)) for at least 8075% cash considerationconsideration payable at the time of such sale, transfer or other disposition.

Asset Sales. The No Borrower will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to a Borrower or another Subsidiary in compliance with Section 7.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, worn out or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case or property in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.04Borrower; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting investments permitted by clauses (h) and (j) of Section 7.04; (e) sale and leaseback transactions permitted by Section 7.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 5,000,000 during any fiscal year of the Borrower, Companies; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 80100% cash consideration.

Asset Sales. The Borrower No Loan Party will not, and will not ------------ permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower any Loan Party permit any of it Subsidiaries Subsidiary directly owned by such Loan Party to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Loan Party in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) Inventory in the ordinary course of business, used (ii) used, obsolete or surplus equipment worn out Equipment, or (iii) Equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case other property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party involving Unrestricted Subsidiaries shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09 and transfers among Loan Parties are permitted only so long as the transferee Loan Party is in the same country as the transferor Loan Party or such transfers are to a Loan Party organized in the U.S.; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of Accounts, and discounts granted with respect to Accounts, in each case in connection with the compromise, settlement or collection thereof and in the ordinary course of business; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clauses (i) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party; (g) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Loan Parties; (h) investments permitted by Section 6.04(j)6.04, Restricted Payments permitted by Section 6.08, and Liens permitted by Section 6.02; (i) dispositions of Property not constituting Collateral; (j) dispositions of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in the joint venture arrangements and similar binding agreements; and (ek) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dl) shall not exceed $10,000,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for fair value and (other than those permitted by paragraphs (b), (f), (h), and (i) above) and, with respect to such sales, transfers transfers, leases and other dispositions permitted under clause (b) or (c)) resulting in Net Proceeds of at least $1,000,000, for at least 8075% cash considerationconsideration (other than those permitted by paragraphs (a)(ii) (solely with respect to Equipment and property not included in the Borrowing Base), (b), (c) (to the extent such disposition is permitted under Section 6.04(g)), (h), (i) and (k)).

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its the Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower any Loan Party permit any of it Subsidiaries Restricted Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiaryRestricted Subsidiary (other than to another Loan Parry or another Restricted Subsidiary in compliance with Section 6.04), except: (a) sales the sales, transfers, leases or dispositions of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, assets described in each case in the ordinary course of businessSchedule 6.05; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall of (i) be deemed an investment Inventory in such Subsidiary the ordinary course of business and (ii) be made used, obsolete, worn out or surplus Equipment or property in compliance with Section 6.04the ordinary course of business; (c) Asset Swaps sales, transfers and dispositions to any Borrower or any Subsidiary that would have been permitted as (and which shall be deemed to be) Investments under Section 6.04(i)6.04; (d) sales, transfers or and dispositions of assets constituting investments permitted under Section 6.04(j); andaccounts receivable in the ordinary course of business in connection with the compromise, settlement or collection thereof; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary, or pursuant to a sale thereof to a purchaser with such power under threat of such a taking; (g) sales, transfers and other dispositions of assets that are not permitted by any other clause paragraph of this Section; provided that both immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and the aggregate fair -------- market value of all assets Borrowing Base Collateral sold, transferred or otherwise disposed of since the Effective Date in reliance upon this clause paragraph (dg) shall not exceed either (i) $10,000,000 during in respect of any assets that are included in the Borrowing Base Collateral sold as part of a single transaction or a series of related transactions and the Net Proceeds of all sales, transfers and other dispositions of assets included in the Borrowing Base Collateral made pursuant to this paragraph (g),(i) do not exceed $20,000,000 in any fiscal year or (ii) $125,000,000 in the aggregate after the Effective Date in respect of any other sales, transfers and other dispositions of assets included in the Borrowing Base Collateral; provided that in the case of any such sales, transfers and other dispositions of amounts included in the Borrowing Base Collateral, an amount equal to 100% of the BorrowerNet Proceeds of such sales, transfers and other dispositions is applied in accordance with Section 2.11(d)(ii); (h) Restricted Payments permitted by Section 6.08; (i) dispositions of cash and Permitted Investments in the ordinary course of business; (j) dispositions pursuant to the Specified Foreign Restructuring; and (k) leases, subleases, licenses or sublicenses of real property in the ordinary course of business and in accordance with the applicable Collateral Documents; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b), (c), (f), (h), (i) and (j) above) shall be made for fair value and for at least 75% (other than or, in the case of Borrowing Base Collateral, 100%) cash consideration or Designated Non-Cash Consideration in an aggregate amount not to exceed $20,000,000 outstanding at any time; provided further that for any sales, transfers transfers, leases and other dispositions permitted under clause (b) of assets of a Loan Party or (c)) for at least 80any of its Restricted Subsidiaries constituting Borrowing Base Collateral, in respect of which Designated Non-Cash Consideration is received, Availability exceeds 25% cash considerationof the total Revolving Commitment then in effect after giving effect to such sale, transfer, lease or other disposition of assets of a Loan Party or any of its Restricted Subsidiaries on a Pro Forma Basis.

Asset Sales. The Borrower will not, and will not ------------ permit any of its Subsidiaries the Subsidiary Loan Parties to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the Borrower permit any of it Subsidiaries the Subsidiary Loan Parties to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to a an Excluded Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i); (d) sales, transfers or dispositions of assets constituting investments permitted under Section 6.04(j); and (e) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary Loan Party) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (dc) shall not exceed (i) $10,000,000 20,000,000 during the fiscal year of the Borrower ending on December 31, 2005, (ii) $25,000,000 during any fiscal year of the BorrowerBorrower ending thereafter and (iii) $100,000,000 in the aggregate on a cumulative basis from the Effective Date; (d) sales of fixed or capital assets pursuant to sale and lease-back transactions, to the extent expressly permitted by Section 6.06; (e) any Asset Swap Transaction; provided that to the extent that any consideration (other than a Broadcasting Asset or all the Equity Interests in a Person or group of affiliated Persons owning a Broadcasting Asset) is received by any Loan Party in connection with such transaction, such transaction shall be treated as a sale of the relevant assets that must comply with clause (c) above; and (f) the sale, transfer or disposition of any assets comprising a radio station and associated assets identified on Schedule 6.05; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than sales, transfers and other dispositions those permitted under by clause (b), (e) or and (c)f) above) solely for at least 80% cash consideration.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest of another Personany Subsidiary of the Company owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales sales, transfers and dispositions (other than to any Borrower or any Subsidiary) of inventory, used or surplus equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case (i) inventory in the ordinary course of business; (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; and (iii) the Specified Property and any personal property associated therewith that is being sold, transferred or disposed of in connection therewith; (b) sales, transfers and dispositions to the any Borrower or a any Subsidiary; provided that (i) if any such sales, transfers or dispositions are in the form of any Investment, such sales, transfers or dispositions shall be made in compliance with Section 6.04(c), (o), (p) or (u) and (ii) any such sales, transfers or dispositions to a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of (i) accounts receivable or note receivables in connection with the compromise, settlement or collection thereof and (ii) Investments received in connection with the bankruptcy or reorganization of, or settlement of disputes with, or judgments against, or foreclosure or deed in lieu of foreclosure with respect to, customers and suppliers of the Borrowers or the Subsidiaries; (d) sales, transfers or and dispositions of assets constituting (i) cash and Permitted Investments and other investments permitted by each of Section 6.04(a)(ii), (e), (f)(ii), (f)(iii), (m) or (s), and (ii) Investments described in items 2 through 18 of Schedule 6.04(b); (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under Section 6.04(j)power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and (eg) sales, transfers and other dispositions of assets (other than Equity Interests in a wholly-owned Subsidiary, unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause paragraph of this Section; provided that (i) the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 100,000,000 during any fiscal year Fiscal Year and (ii) at the time of and immediately after giving effect to any such sale, transfer or other disposition or a commitment of any Borrower or Subsidiary with respect thereto, whichever comes first, on a Pro Forma Basis, (A) no Default or Event of Default shall have occurred and be continuing and (B) if such sale, transfer or other disposition is of an operating facility, line of business or Subsidiary the Borrowers shall be in compliance with the covenants set forth in Section 6.13 (for the Test Period ending immediately preceding such sale, transfer or other disposition for which financial statements have been delivered pursuant to Section 5.01(a) or (b)); (h) sales, transfers, leases or other dispositions by the Company or any of its Subsidiaries of assets that were acquired in connection with a Permitted Acquisition (other than Equity Interests in a wholly-owned Subsidiary, unless all Equity Interests in such Subsidiary are sold); provided that any such sale, transfer, lease or other disposition shall be made or contractually committed to be made within 270 days of the Borrowerdate such assets were acquired by the Company or such Subsidiary; (i) licensing and cross-licensing arrangements involving any intellectual property of the Company or any of the Subsidiaries in the ordinary course of business; (j) sales, transfers, leases, and other dispositions of property that is exchanged, or the proceeds thereof are applied, in each case, in a substantially contemporaneous acquisition of similar replacement property; (k) leases, subleases, licenses or sublicenses of property in the ordinary course of business that do not materially interfere with the business of the Company and its Subsidiaries; (l) sales, transfers, leases and other dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Company and in the exercise of its reasonable business judgment, are not material to the conduct of the business of the Company and its Subsidiaries; (m) sales, transfers, leases and other dispositions of Investments in joint ventures and non-wholly owned Subsidiaries of the Company to the extent required by, or made pursuant to, buy and sell arrangements or similar arrangements between the parties holding the Equity Interests of such Persons set forth in joint venture arrangements or similar binding agreements; (n) sales, transfers, leases and other dispositions of real property and related assets in the ordinary course of business in connection with relocation of officers or employees of the Company and the Subsidiaries; (o) voluntary terminations of Swap Agreements; (p) the expiration of any option to buy or sell any real or personal property; and (q) Liens permitted by Section 6.02, Investments permitted by Section 6.04 and Restricted Payments permitted by Section 6.08; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for (x) fair value and (other than salesthose permitted by paragraphs (b), transfers (f), (i), (k), (l), (m), (p) and (q) above) and (y) at least 75% cash consideration (other dispositions than those permitted by paragraphs (b), (f), (i), (j), (l), (m), (p) and (q) above), in each case other than Excluded Transactions (it being understood that the exclusions set forth in this proviso shall not limit the effect of Section 6.09); and provided, further, that no sale, transfer or other disposition shall be permitted under clause (b) or (cthis Section 6.05, if prohibited under Section 6.03)) for at least 80% cash consideration.

Asset Sales. The Parent Borrower will not, and will not ------------ permit any of its the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock Equity Interest owned by it (other than any such sale, transfer, lease or other disposition resulting from any casualty or condemnation of another Personany assets of the Parent Borrower or any of the Subsidiaries), nor will the Parent Borrower permit any of it the Subsidiaries to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment tangible property and Permitted Investments and non-exclusive licenses of intellectual property, in each case in the ordinary course of business; (b) sales, transfers transfers, issuances and dispositions to the Parent Borrower or a Subsidiary; provided that any such sales, transfers or dispositions to involving a Subsidiary -------- that is not a Loan Party shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.10; (c) Asset Swaps permitted under Section 6.04(i)leases and licenses entered into in the ordinary course of business; (d) sales, transfers or dispositions of assets constituting investments sales in connection with sale-leasebacks permitted under Section 6.04(j); and6.07; (e) sales of investments referred to in clauses (b), (f), (l) and (m) of Section 6.05; (f) sales, transfers and dispositions of assets (other than Equity Interests of a Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (df) shall not not, in the aggregate, exceed $10,000,000 5,000,000 during any fiscal year the term of this Agreement; (g) sales, transfers and dispositions of Foreign Assets; (h) transfers and dispositions constituting investments permitted under Section 6.05; and (i) sales, transfers and dispositions of the Borrowerassets set forth in Schedule 6.06; provided that the Parent Borrower provides the Administrative Agent, the Collateral Agent with written notice of any such sale, transfer or disposition not less than five Business Days prior to the consummation thereof; provided that all sales, transfers, leases and other dispositions permitted -------- hereby shall be made for an amount not less than fair value (as determined in good faith by the Board of Directors of the Parent Borrower), or, in the case of clause (d) above, for an amount, if less, equal to the aggregate cost expended for the property that is the subject of such sale-leaseback (except that those permitted by clause (a) above shall be made on terms that are customary in the ordinary course) and for consideration in cash. For purposes of this Section 6.06, the following shall be deemed to be cash: (a) the assumption of any liabilities of the Parent Borrower or any Subsidiary with respect to, and the release of the Parent Borrower or such Subsidiary from all liability in respect of, any Indebtedness of the Parent Borrower or the Subsidiaries permitted hereunder (in the amount of such Indebtedness) in connection with a sale, transfer, lease or other disposition of Second-Priority Collateral permitted under Section 6.06 and (b) securities received by the Parent Borrower or any Subsidiary from the transferee that are immediately convertible into cash without breach of their terms or the agreement pursuant to which they were purchased and that are promptly converted by the Parent Borrower or such Subsidiary into cash. For purposes of this Section 6.06 and for so long as any Senior First Lien Notes that are secured by a first-priority Lien on the Second-Priority Collateral remain outstanding, (a) any sale, transfer, lease or other than salesdisposition of the Equity Interests of any Loan Party that owns assets constituting First-Priority Collateral or Second-Priority Collateral shall be deemed to be a sale, transfers transfer, lease or disposition of such First-Priority Collateral or Second-Priority Collateral, (b) any sale, transfer, lease or other disposition of Equity Interests of a Loan Party that owns both First-Priority Collateral and other dispositions permitted under Second-Priority Collateral shall be deemed to be a separate sale, transfer, lease or disposition of such First-Priority Collateral and such Second-Priority Collateral) and (c) the proceeds received by the Parent Borrower or any Subsidiary in respect of any such sale, transfer, lease or disposition referred to in clause (b) above (or any sale, transfer, lease or other disposition of assets (c)other than those described in clause (b) for at least 80% cash considerationabove) including both First-Priority Collateral and Second-Priority Collateral without allocating the purchase price between First-Priority Collateral and Second-Priority Collateral) shall be allocated to the First-Priority Collateral and the Second-Priority Collateral pursuant to the terms of the Intercreditor Agreement.

Asset Sales. The Borrower No Loan Party will, nor will not, and will not ------------ it permit any of its Subsidiaries Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock of another PersonEquity Interest owned by it, nor will the any Borrower permit any of it Subsidiaries Subsidiary to issue any additional shares of such Subsidiary's capital stock or other ownership interest Equity Interest in such SubsidiarySubsidiary (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: (a) sales sales, transfers and dispositions of inventory(i) inventory in the ordinary course of business and (ii) used, used obsolete, unmerchantable, worn out or surplus equipment or property (other than Eligible Equipment and Permitted Investments and non-exclusive licenses of intellectual property, in each case Eligible Real Property) in the ordinary course of business; (b) sales, transfers and dispositions of assets to the any Borrower or a any Subsidiary; , provided that any such sales, transfers or dispositions to a Subsidiary -------- that is which are not a solely among Borrowers, solely among Loan Party Parties (other than Borrowers), or solely among Subsidiaries which are not Loan Parties, shall (i) be deemed an investment in such Subsidiary and (ii) be made in compliance with Section 6.046.09; (c) Asset Swaps permitted under Section 6.04(i)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers or and dispositions of assets constituting Permitted Investments and other investments permitted by clause (k) of Section 6.04; (e) sale and leaseback transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) subject to the terms of Section 6.04(j2.11(c), sales or other dispositions of property (other than Eligible Equipment, Eligible Inventory or Eligible Real Property) to the extent that (i) the property disposed of is exchanged for credit against the purchase price of similar replacement property and (ii) the proceeds of such sale or disposition are reasonably promptly applied to the purchase price of such replacement property; (h) sales or other dispositions of property acquired pursuant to a Permitted Acquisition so long as (i) the consideration received for the assets to be so sold or disposed is at least equal to the fair market value of such assets, (ii) the aggregate fair market value of all such property sold or disposed of under this clause (h) does not exceed $5,000,000, (iii) the assets to be so sold or disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition, (iv) the assets to be so sold or disposed are not necessary or integral in connection with the business of any Borrower or any Subsidiary, (v) no Default has occurred and is continuing or would result from any such sale or disposition, (vi) both before and after giving effect to any such sale or disposition, the Borrowers shall have Excess Availability of at least $8,000,000, (vii) immediately after giving effect to any such sale or disposition, the Borrowers shall have a Fixed Charge Coverage Ratio, recomputed on a trailing twelve (12) month pro forma basis for the most recent month for which financial statements have been delivered, of no less than 1.15 to 1.0, and (viii) the Borrowers have provided the Administrative Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis the Borrowers are projected to have a Fixed Charge Coverage Ratio as of the end of each of the twelve months immediately following such sale or disposition, measured in each case on a trailing twelve (12) month basis, of no less than 1.15 to 1.0; (i) sales of all of the Equity Interests in any Subsidiary (other than any Borrower or the Philippines Subsidiary) so long as (i) the consideration received for the Subsidiary to be so sold is at least equal to the fair market value of the assets owned by such Subsidiary, (ii) the Subsidiary to be so sold is not necessary or integral in connection with the business of any Borrower or any other Subsidiary, (iii) no Default has occurred and is continuing or would result from any such sale, (iv) both before and after giving effect to any such sale, the Borrowers shall have Excess Availability of at least $10,000,000, (v) immediately after giving effect to any such sale, the Borrowers shall have a Fixed Charge Coverage Ratio, recomputed on a trailing twelve (12) month pro forma basis for the most recent month for which financial statements have been delivered, of no less than 1.20 to 1.0, and (vi) the Borrowers have provided the Administrative Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis the Borrowers are projected to have a Fixed Charge Coverage Ratio as of the end of each of the twelve months immediately following such sale, measured in each case on a trailing twelve (12) month basis, of no less than 1.20 to 1.0; and (ej) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause paragraph of this Section; , provided that the aggregate fair -------- market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause paragraph (dg) shall not exceed $10,000,000 500,000 during any fiscal year of the Borrower, Company; provided that all sales, transfers, leases and other dispositions permitted -------- hereby (other than those permitted by paragraphs (b) and (f) above) shall be made for fair market value and (other than sales, transfers and other dispositions permitted under clause (b) or (c)) for at least 8075% cash consideration.