Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunder.

Disposition of Assets. The Company shall notNo Credit Party shall, and no Credit Party shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leaselease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions to any Person of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course Ordinary Course of businessBusiness; provided, (i) any such dispositions of Inventory to Affiliates of a Credit Party (including such dispositions (x) between the EINA Borrowers and the EICA Borrowers and (y) from the EINA Borrowers to the Camrose Borrowers, but excluding other dispositions to Credit Parties) shall also be on terms (A) consistent with historical practices and (B) no less favorable to the applicable Credit Party than those which could be obtained in a comparable arm’s length transaction and (ii) the net amount due from Affiliates of (A) the EINA Borrowers and their Subsidiaries in connection with all such dispositions of Inventory to Affiliates of the EINA Borrowers and their Subsidiaries who are not Credit Parties permitted hereunder shall not exceed $50,000,000 in the aggregate at any one time and (B) the EICA Borrowers and their Subsidiaries in connection with all such dispositions of Inventory to Affiliates of the EICA Borrowers and their Subsidiaries who are not Credit Parties permitted hereunder shall not exceed $50,000,000 in the aggregate at any one time; (b) dispositions (other than of (i) the sale Stock of property any Subsidiary of any Credit Party or (ii) any Collateral of any Credit Party) not otherwise permitted hereunder to any Person other than an Affiliate of a Credit Party which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate fair market value of all assets so sold by the Credit Parties and their Subsidiaries during the term of this Agreement, together, shall not exceed $100,000,000; (c) dispositions of cash and Cash Equivalents; (d) transactions permitted under Section 5.1(k) and Section 5.3; (e) dispositions of used, worn out, obsolete or surplus Property by any Credit Party in the Ordinary Course of Business and the abandonment or other disposition of Intellectual Property that is, in the reasonable business judgment of the Borrowers, no longer economically practicable to maintain or useful in the conduct of the business of the Credit Parties taken as a whole; (f) [Intentionally Reserved.] (g) dispositions, subject to Section 5.2(a), (i) by Subsidiaries of EINA or EICA that are not Credit Parties to Credit Parties, so long as the consideration paid by the Credit Parties in each such disposition does not exceed the fair market value for such disposition; (ii) by and among Subsidiaries of EINA or EICA that are not Credit Parties; (iii) by any Credit Party to any other Credit Party; and (iv) other than dispositions of Collateral (except for Inventory to the extent permitted by Section 5.2(a)), by EINA or EICA or any Parent Material Subsidiary to Parent or any of Parent’s Subsidiaries; provided, in each case of clauses (i), (ii) and (iii) above, that (A) in the case of any transfer from one Credit Party to another Credit Party, any Lien granted to Agent, for the benefit of Secured Parties, pursuant to the relevant Collateral Documents in the Property so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by Liens granted to Agent, for the benefit of Secured Parties, pursuant to the relevant Collateral Documents, which new Liens shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default or Event of Default is then continuing or would result therefrom; and (h) dispositions of Property (other than Collateral) to the extent that such property Property is exchanged for credit against the purchase price of other propertysimilar, replacement Property or the proceeds of such sale dispositions are reasonably promptly applied to the purchase price of other property; such replacement Property, each within six (c6) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as months of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderinitial disposition.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose to Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) recourse and Capital Stock of any Subsidiary whether newly issued or enter into any agreement to do any of the foregoingotherwise), except: (a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus property, all inventory and equipment in the ordinary course of businessbusiness and (ii) Dispositions of Cash Equivalents; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other property, similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions Dispositions of property Investments by any Insurance Subsidiary (other than any of its Investments in Subsidiaries engaged in insurance lines of business) and Dispositions by the Company of Investments, in each case, in the ordinary course of business consistent with past practices of the Company and its Subsidiaries taken as a whole and the investment policy approved by the board of directors of such Insurance Subsidiary or the Company, as the case may be; (d) Dispositions by the Company or any Subsidiary to the Company or any Subsidiary Subsidiary; (e) (i) any Dispositions pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this clause (ii) consummated after the Closing Date do not exceed $400,000,000 in the aggregate during the term of this Agreement or $150,000,000 in any Unrestricted Fiscal Year; provided that any net proceeds therefrom that are required to be retained by any Insurance Subsidiary pursuant to reasonable business requirements regulatory restrictions are so retained by such Insurance Subsidiary; (f) obsolete, surplus or dispositions to a Joint Venture in which worn out property disposed of by the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)of its Subsidiaries in the ordinary course of business and consistent with past practices of the Company and its Subsidiaries; (dg) dispositions transfers resulting from any casualty or condemnation of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the aggregate net uncollected -------- balances ordinary course of all Permitted Receivables so sold by business and consistent with the past practices of the Company and its Subsidiaries together at and which do not materially interfere with the business of the Company and its Subsidiaries; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Company and its Subsidiaries, or of any date liquidation, winding up or dissolution of determination any Subsidiary, in each case to the extent permitted by Section 7.07; (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of a Subsidiary or such other nominal shares required to be held other than by the Company or such Subsidiary, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) the sale and leaseback of the Company’s headquarters located in Carmel, Indiana, on fair and reasonable terms (as certified to the Agent in writing by a Responsible Officer of the Company); (n) Dispositions required by any regulation or order of any Government Authority; and (o) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall not exceed 5be subject to the limitations in clause (e) above); provided that (i) if the fair market value of the property subject to any such Disposition (or series of related Dispositions) exceeds 10% of Consolidated Total Assets measured Net Worth (calculated as of the last day of the last fiscal quarter immediately preceding prior to such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder Disposition for which financial statements are made available), such Disposition shall be for fair market value; provided that value (ias determined in good faith by the Company) and at least 75% of the aggregate value consideration received in connection therewith at closing shall consist of all assets so sold -------- by cash or Cash Equivalents, (ii) on a Pro Forma Basis after giving effect to such Disposition, the Company and its Subsidiaries, together Subsidiaries would be in compliance with all of the covenants contained in the Loan Documents (but excluding any transaction permitted by clauses (a) through (f)including all financial covenants), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and and (iiiii) no dispositions of accounts or notes receivable such Disposition shall be permitted under this subsection (g) unless in connection with include the sale of all or substantially all any Capital Stock of a business unit, division or any Subsidiary unless 100% of the Capital Stock of such Borrower and such sale Subsidiary is otherwise permitted hereundersold.

Disposition of Assets. The Company Borrower shall not, and shall not --------------------- suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, at any time sell, assign, lease, conveyabandon, transfer or otherwise dispose of any assets (whether in one or a series other than assets disposed of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to and other than the Company's usual and customary cash management policies and proceduresPhiladelphia Disposition) without the prior written consent of the Banks; and (g) dispositions provided, however, that the prior written consent of the Banks shall not otherwise permitted hereunder which are made be required for fair market value; provided that (i) the aggregate value transfer of all assets so sold -------- by (including cash or cash equivalents) among the Company Borrower and its Subsidiaries, together Restricted Subsidiaries (but excluding any transaction permitted by clauses Subsidiaries described in clause (ab) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day definition of "Subsidiary") or for the transfer of assets (including cash or cash equivalents) between or among Restricted Subsidiaries (excluding Subsidiaries described in clause (b) of the immediately preceding fiscal year and definition of "Subsidiary") of the Borrower, (ii) no dispositions the disposition of accounts communications tower facilities that contribute in the aggregate, less than (A) five percent (5%) of the Operating Cash Flow of Borrower for the twelve calendar month period immediately preceding such disposition, and (B) fifteen percent (15%) of the Operating Cash Flow of the Borrower for the period from the Agreement Date through the date of such disposition or notes receivable shall be permitted under this subsection (giii) unless subject to Section 2.5(c) hereof, any other property (real or personal) not used or useful in connection with the Borrower's or such Restricted Subsidiary's business. Upon any sale of all or substantially all disposition of a business unit, division or Restricted Subsidiary of such Borrower and such sale is otherwise permitted hereunder, the Administrative Agent and the Banks shall, at Borrower's expense, take such actions as the Borrower reasonably requests to cause such Restricted Subsidiary to be released from its obligations under the Subsidiary Guaranty.

Disposition of Assets. The Company shall Parent Borrower will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectlyDispose of any asset, sellincluding any Capital Stock owned by it (other than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do nor will the Parent Borrower permit any of the foregoingit Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) dispositions (i) sales of inventory, obsolete or used, worn-worn out equipment and Permitted Investments and (ii) leases or surplus licenses of real or personal property, all in each case in the ordinary course of business; (b) the sale of property Dispositions to the extent Parent Borrower or a Subsidiary; provided that any such property Dispositions by a Loan Party to a Subsidiary that is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertynot a Loan Party shall be made in compliance with Section 6.5; (c) dispositions sales of property Receivables and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction; provided that (i) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Company or Administrative Agent acting reasonably, and (ii) the aggregate amount of Receivables Transaction Attributed Indebtedness at any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture time outstanding in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)respect of all such Qualified Receivables Transactions shall not exceed $300,000,000; (d) dispositions Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided assets that the aggregate net uncollected -------- balances are not permitted by any other paragraph of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market valuethis Section; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets so sold -------- by the Company and its Subsidiaries, together Disposed of in reliance upon this paragraph (but excluding any transaction permitted by clauses (ad) through (f)), shall not exceed, 15% of the Total Consolidated Assets in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year Parent Borrower and (ii) no dispositions of accounts or notes receivable all Dispositions permitted by this paragraph (d) shall be permitted under this subsection made for fair value and for at least 75% cash consideration; and (ge) unless in connection with Dispositions by the sale Parent Borrower of all or substantially all any portion of its interest in the Xxxxxxx XX. For purposes of paragraph (d) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Subsidiary (in which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”; provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate from and after the Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate principal amount not to exceed $10,000,000; and (ii) in the case of a business unitDisposition consisting of an Asset Swap, division the Parent Borrower or such Subsidiary shall only be required to receive cash in an amount equal to at least 75% of the proceeds of such Disposition which are not part of the Asset Swap, provided that at the time of such Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the assets of the Parent Borrower and its Subsidiaries that are the subject of all such sale is otherwise permitted hereunderAsset Swaps from and after the Effective Date shall not exceed an amount equal to 15% of the Total Consolidated Assets.

Disposition of Assets. The Company No Credit Party nor any Subsidiary shall notdissolve, and shall not --------------------- suffer liquidate or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leasetransfer, convey, transfer assign or otherwise dispose of any of its properties or other assets, including any Capital Stock of any of its Subsidiary (whether in one a public or a series of transactions) any property (including accounts and notes receivableprivate offering or otherwise), with or without recourse) or enter into any agreement to do any of the foregoingits receivables or any of its other Investments, exceptother than: (ai) dispositions the sale of inventory, or used, worn-out or surplus property, all inventory in the ordinary course of business; (bii) the sale dispositions of property assets (other than receivables owned by Credit Parties) (A) among Credit Parties, (B) by Subsidiaries that are not Credit Parties to the extent (x) Credit Parties and (y) other Subsidiaries that such property is exchanged for credit against the purchase price of other propertyare not Credit Parties, (C) among Foreign Subsidiaries or the proceeds of such sale are reasonably promptly applied (D) by Foreign Subsidiaries to the purchase price of other propertyCredit Parties; (ciii) dispositions of property by obsolete or worn out equipment or fixtures no longer useful in the Company business, whether now owned or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons hereafter acquired, in the ordinary course of business; (fiv) the sale non-exclusive licenses of cash equivalents and other short term money market investments intellectual property in the ordinary course of business pursuant (other than to the Company's usual extent such licenses would restrict the ability of the Credit Party or the Administrative Agent to sell or license the subject intellectual property or impair the security interests granted to the Administrative Agent); provided that to the extent approved by the Administrative Agent in its Permitted Discretion, such licenses are permitted to be exclusive to the extent such licenses relate to specific lines or products or specific geographic locations; (v) the abandonment or termination of intellectual property rights in the ordinary course of business which are not material to the operation of the business of the Credit Parties; (vi) dispositions of cash and customary cash management policies and proceduresCash Equivalents except with respect to transactions prohibited hereunder so long as such dispositions are not in violation of Section 6.15 or the Agency Account Agreements to which they are subject; and (gvii) dispositions not otherwise permitted hereunder which are made for fair market valuethe liquidation of stores (and the inventory contained therein) of Holdings and its Subsidiaries specified in the Approved Budget; provided that the Net Cash Proceeds received by Holdings or any of its Subsidiaries in connection therewith are applied in accordance with the Approved Budget and Section 2.05(a). Notwithstanding anything to the contrary contained in this Section 7.05, (i) any disposition of Capital Stock or (ii) any merger, dissolution, liquidation or consolidation, in each case, among the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction Credit Parties and/or their Subsidiaries that would otherwise be permitted by clauses this Section 7.05 shall be subject to the requirement that (a) through the Credit Parties provide the Administrative Agent not less than thirty (f))30) days’ notice (or such earlier time acceptable to the Administrative Agent) prior to the consummation of any such disposition, shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year merger, dissolution, liquidation or consolidation and (iib) no dispositions the Credit Parties shall have complied with Section 6.12 prior to the consummation thereof; provided further that the deadlines for the execution and delivery of accounts or notes receivable Loan Documents, descriptions, legal opinions, resolutions, and all other instruments, certificates, documents, agreements and deliverables referred to in Section 6.12 shall be permitted under this subsection (g) unless in connection with deemed to refer to the sale of all or substantially all of a business unit, division or Subsidiary date of such Borrower disposition, merger, dissolution, liquidation or consolidation, and all action required to be taken by the Credit Parties under Section 6.12 shall be required to be taken on or before the date of such sale is otherwise permitted hereunderdisposition, merger, dissolution, liquidation or consolidation.

Disposition of Assets. The Company JM shall not, and shall not --------------------- suffer or permit --------------------- any of its Subsidiaries Subsidiaries, including the Borrower, to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company JM or any Subsidiary to the Company JM or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company JM or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company Loan Parties and its any of their Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company JM or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the CompanyJM's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so -------- sold -------- by the Company JM and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower JM and such sale is otherwise permitted hereunder.

Disposition of Assets. The Company shall will not, and shall will not --------------------- suffer or permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, sell, lease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoingits assets, except: (a) dispositions of inventory, or used, worn-out or surplus property, all inventory in the ordinary course of business; (b) the sale dispositions of property to the extent that such property is exchanged for credit against the purchase price of other property, whether now owned or hereafter acquired, which is obsolete, worn out or otherwise no longer useful in the proceeds conduct of such sale are reasonably promptly applied to the purchase price business of other propertythe Company and its Restricted Subsidiaries; (c) sales or other dispositions of cash or Cash Equivalents; (d) sales, leases or other dispositions of property by between or among the Company and its Restricted Subsidiaries; (e) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which leases, subleases, licenses or sublicenses do not materially interfere with the business of the Company and its Restricted Subsidiaries; (f) sales or discounts in the ordinary course of business consistent with past practice of accounts receivable in connection with the collection or compromise thereof; (g) sales, leases and disposition of property the proceeds of which are applied to the acquisition of replacement property; (h) transfers of property resulting from casualty or condemnation proceedings; (i) sales of any assets in connection with any sale-leaseback, synthetic lease or similar transaction entered into within 180 days of the acquisition of such capital asset for the purpose of providing permanent financing of such capital asset; (j) the issuance of capital stock or other equity interests by a Restricted Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)other Restricted Subsidiary; (dk) Restricted Payments or Investments that are otherwise permitted under Section 9.4 or 9.5, respectively; (l) any single transaction or series of related transactions that involves assets having a fair market value of less than $1,000,000, provided that no Event of Default shall have occurred and be continuing; and (m) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold other property by the Company and its Restricted Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by otherwise permitted under this Section 9.7, if the Company or any Subsidiary its Restricted Subsidiary, as applicable, receives consideration at the time of such disposition at least equal to other Persons the fair market value of the property disposed of and at least 75% of the consideration received therefore is in the ordinary course form of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; cash, Cash Equivalents, replacement assets or a combination thereof, provided that (i) the aggregate value no Event of all assets so sold -------- by the Company Default shall have occurred and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereundercontinuing.

Disposition of Assets. The Company shall Borrower will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: other than (a) dispositions of inventoryassets and consignments for sale of inventory by the Borrower or such Subsidiary or other title retention arrangements, or used, worn-out or surplus property, all in each case entered into in the ordinary course of business; , consistent with past practices of the Sellers; (b) transfers of assets resulting from any casualty or condemnation of such assets so long as the sale same could not reasonably be expected to have a material adverse effect on the business or financial condition of property the Borrower and its Subsidiaries taken as a whole and such amounts are used to purchase replacement assets subject to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; Collateral Agent's security interest; (c) dispositions an agreement to effect the disposition of property by all or substantially all of the Company assets of the Borrower or any Subsidiary to such Subsidiary, the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture closing of which is conditioned upon the payment in which full in cash of all of the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); Obligations; (d) dispositions the sale or discount of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons overdue accounts receivable arising in the ordinary course of business; , but only in connection with the compromise or collection thereof and only to the extent that the Collateral Agent's security interest in such accounts receivable continues to apply to all proceeds from the sale of such accounts receivable; (e) the sale or other disposition of any Investments permitted to be made by ss.12.3 hereof; (f) the sale of cash equivalents and other short term money assets by the Borrower to the extent mandated by the Federal Trade Commission, such assets having a fair market investments value not exceeding $14,000,000 in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that aggregate, so long as (i) the aggregate Borrower receives cash proceeds from such sales (either from direct proceeds of such sales or from escrow arrangements made in connection with the Acquisitions) equal to the fair market value of all assets so sold -------- by the Company and its Subsidiariessuch assets, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions such proceeds are used, within two (2) Business Days of accounts or notes receivable shall receipt by the Borrower thereof, to prepay the principal amount of the Term Loan, such prepayment to be permitted under this subsection applied to the remaining installments on the Term Loan in the inverse order of their maturity; (g) unless the licensing of intellectual property for terms not in excess of five (5) years other than in connection with the sale of all the business of the Borrower or such Subsidiary that do not result in a reduction in assets of the Borrower or such Subsidiary under generally accepted accounting principles so long as such licensing shall not substantially all impair or affect the operation of a the business unit, division or Subsidiary of such the Borrower and its Subsidiaries as a whole, (h) the licensing or granting of rights to sales representatives to sell products of the Borrower in the ordinary course of the Borrower's business, (i) dispositions of obsolete or worn out machinery and equipment of the Borrower and dispositions of machinery and equipment in connection with the consolidation of the businesses acquired by the Borrower pursuant to the Acquisitions, and (j) the sale or other disposition of other assets having a fair market value not to exceed (i) for all such sale is otherwise permitted hereunderasset dispositions undertaken during the period prior to the first anniversary of the Closing Date, $500,000 in the aggregate and (ii) for all such asset dispositions undertaken during any one year period after the first anniversary of the Closing Date from one anniversary of the Closing Date to the next anniversary of the Closing Date, $250,000 in the aggregate.

Disposition of Assets. The Company Borrower shall not, and nor shall not --------------------- suffer or it permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoingits Subsidiaries whether newly issued or otherwise), except: (a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus property, all inventory and equipment in the ordinary course of businessbusiness and (ii) Dispositions of Cash Equivalents in the ordinary course of business to the extent the proceeds thereof are retained and invested in cash or other Cash Equivalents; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other property, similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions Dispositions of property Insurance Investments by the Company any Insurance Subsidiary (or any Subsidiary to of an Insurance Subsidiary) in the Company ordinary course of business in compliance with the policies and procedures approved by the board of directors or any the investment committee (or other applicable committee) of such Insurance Subsidiary (or any Unrestricted such Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made of an Investment permitted by subsection 8.4(fInsurance Subsidiary); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold Dispositions by the Company and its Subsidiaries together at Borrower to a Credit Party or by any date of determination shall not exceed 5% of Consolidated Total Assets measured as Subsidiary of the last day Borrower to a Credit Party or any Subsidiary of the fiscal quarter immediately preceding such dateBorrower; (e) the lease or sublease of property by the Company or any Subsidiary Dispositions pursuant to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments a Reinsurance Agreement entered into in the ordinary course of business pursuant for the purpose of managing insurance risk consistent with industry practice; (f) obsolete, surplus or worn out property disposed of by the Borrower or any of its Subsidiaries in the ordinary course of business and consistent with past practices of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and consistent with the past practices of the Borrower and its Subsidiaries and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, or of any liquidation, winding up or dissolution of any of its Subsidiaries, in each case to the Company's usual and customary cash management policies and proceduresextent permitted by Section 7.07; and (gj) dispositions Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which are made shall be subject to the limitations in clause (e) above) not to exceed $5,000,000 in the aggregate during the term of this Agreement; provided that (x) such Dispositions shall be for fair market value; provided that , (y) on a Pro Forma Basis after giving effect to such Disposition, the Credit Parties and their Subsidiaries would be in compliance with all of the applicable covenants contained in the Loan Documents (including all financial and ratings covenants) and the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents. Notwithstanding the foregoing (i) if (A) no Default or Event of Default under any other Section of this Agreement has occurred and is continuing or would result from the aggregate value relevant Disposition and (B) the Guarantee from Parent of all assets so sold -------- by the Company Obligations is in full force and its Subsidiarieseffect, together then the restrictions of this Section 7.03 will not apply and (but excluding ii) neither the Borrower nor any Subsidiary thereof shall Dispose of (whether in one or a series of transactions) (other than pursuant to any transaction permitted by clauses Section 7.07) any Capital Stock of (aA) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as Subsidiary of the last day Borrower that directly or indirectly owns any Capital Stock of the immediately preceding fiscal year and BCR or ILS or (iiB) no dispositions any Capital Stock of accounts BCR or notes receivable shall be permitted under this subsection (g) unless ILS, in connection with the sale of all each case, whether newly issued or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderotherwise.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectlyconvey, sell, assign, lease, convey, transfer or otherwise dispose all or any portion of its assets (whether including accounts receivable and Capital Stock of Subsidiaries) to any Person in one a single transaction or in a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:except for (a) dispositions of inventory, or used, worn-out or surplus property, all any Sale in the ordinary course of business;; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Sales of assets with an aggregate book value not exceeding 10% of the sale consolidated assets of property the Company and its Subsidiaries (as determined in accordance with GAAP and this Section 6.3) as of the end of the most recently concluded Fiscal Year; provided that, for purposes of this paragraph (b): (i) the consolidated assets of the Company and its Subsidiaries as of the end of the most recently concluded Fiscal Year shall exclude any interest of the Company in The TriZetto Group Inc., and any shares of Capital Stock of a Subsidiary that are subject to a Sale shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the numerator is the aggregate number of shares of Capital Stock of such Subsidiary issued or disposed of in such Sale and the denominator is the aggregate number of shares of Capital Stock of such Subsidiary outstanding immediately prior to such Sale; and (ii) any Sale (x) by any Subsidiary to the extent Company of a wholly-owned Subsidiary and (y) any Sale of the Company’s interest in The TriZetto Group Inc. shall not be taken into account. It being agreed that such property is exchanged for credit against the purchase price of other property, nothing in this Section shall be deemed to directly or the proceeds of such indirectly limit any sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary of its Subsidiaries to any other Person of margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture extent such limitation could result in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided view that the aggregate net uncollected -------- balances of all Permitted Receivables so sold Borrower Obligations hereunder are directly or indirectly secured by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereundermargin stock.

Disposition of Assets. The Company shall notSell, and shall not --------------------- suffer lease or otherwise dispose of any of, or permit any of its Subsidiaries to, directly or indirectly, to sell, assign, lease, convey, transfer lease or otherwise dispose of (whether any of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in one or a series favor of transactions) any property (including accounts and notes receivablePerson, with or without recourse) or enter into any agreement to do any of the foregoing, exceptexcept for: (ai) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; (ii) transfers of Property to a Borrower by a wholly-owned Subsidiary of such Borrower; (iii) dispositions of investments described in paragraphs (iv), (v), (vi) and (vii) of the definition of the term "Restricted Investments"; (iv) sales, leases and other dispositions of Subject Equipment; (v) sales, leases and other dispositions of Property with a fair market value of up to $10,000,000 in the aggregate in any one calendar year, in each case so long as (a) no Default or Event of Default is in existence or would result therefrom, (b) the sale consideration received in respect thereof is all cash, and (c) in the case of property individual items of Property with a book value in excess of $250,000, the consideration received in respect thereof is at least equal to the extent portion of the Loans predicated on the value of such Property; (vi) so long as no Default or Event of Default exists, sales, leases or other dispositions of Equipment or other fixed assets that such property is exchanged for credit against the purchase price are substantially worn, damaged or obsolete and that are replaced with Equipment or other fixed assets of other propertylike kind, or function and value; provided, that (i) until so replaced, the proceeds of each such sale disposition shall be applied against the Revolving Credit Loans (but shall not permanently reduce the Revolving Loan Commitments), (ii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are reasonably promptly to be used by Borrowers to replace the Property sold and (iii) the applicable Borrower or Subsidiary shall commit to acquire within 180 days after such disposition and shall actually acquire replacement Property, free and clear of Liens (other than Permitted Liens that are not Purchase Money Liens), within 360 days of such disposition; and provided further, that any such amount that it is not timely used to commit to purchase or to purchase replacement Property as provided herein shall be released from the Rebuild Reserve and applied to the purchase price Obligations as provided in the second sentence of other propertysubsection 3.3.1; (cvii) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment dissolutions permitted by under subsection 8.4(f)8.2.1; (dviii) other dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold expressly authorized by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and proceduresthis Agreement; and (gix) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) sales of any finance contracts assets, including the aggregate value of all assets so sold -------- by National Trailer Funding portfolio finance contracts and the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderformer Apex Finance portfolio contracts.

Disposition of Assets. The Company shall Except as otherwise permitted in Section 11.3, each of the Credit Parties will not, and shall will not --------------------- suffer or permit any of its their respective Subsidiaries to, directly or indirectly, to sell, assign, lease, conveyassign, transfer or otherwise dispose of (whether in one or a series any of transactions) any property their respective assets (including accounts and notes receivable, with or without recourse) or enter into any agreement to do limitation Capital Stock in any of the foregoingSubsidiaries or any of the voting rights of any such Capital Stock); provided, excepthowever, that the following dispositions shall be permitted so long as the Borrowers and their respective Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments inventory in the ordinary course of business pursuant of the Borrowers and their respective Subsidiaries; (b) non-exclusive licenses of intellectual property and leases and licenses of other property by the Borrowers and their respective Subsidiaries to their respective customers in connection with providing products and services to such customers in the ordinary course of business of the Borrowers and their respective Subsidiaries. (c) sales, transfers and other dispositions to the Company's usual Borrowers or any of their respective wholly-owned Subsidiaries that are Subsidiary Guarantors; (d) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of the Borrowers and customary cash management policies their respective Subsidiaries in the Borrowers’ reasonable business judgment; (e) disposition of up to six convenience stores during any Fiscal Year, the proceeds of which are applied to the Obligations; (f) disposition of up to ten convenience stores during any Fiscal Year, which are replaced by convenience stores of similar value within six (6) months after the disposition of such stores; (g) disposition of any convenience stores during any Fiscal Year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted under Section 11.2(g) and procedures(h); (h) other asset dispositions which do not exceed $1,000,000 in the aggregate during the term of this Agreement; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) disposition of any of the aggregate value convenience stores listed on Schedule 11.9, the proceeds of all assets so sold -------- which must be applied by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of Borrowers to the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderObligations.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including including, except as permitted by subsection 8.1(l), accounts and notes receivable, with or without recourse) or permit or suffer to occur an Event of Loss with respect to any of its properties, or enter into any agreement to do any of the foregoing, except: (a) dispositions Timber Harvest in compliance with Section 8.20; (b) sales for fair market value thereof of inventoryassets not otherwise permitted hereunder to Persons who are not Affiliates of the Company, and Events of Loss with respect to properties of the Company and its Subsidiaries, if: (i) in cases of a sale, at the time of such sale no Default or Event of Default exists or shall result from such sale; and (ii) the Net Proceeds of such sale or Event of Loss, if and to the extent the aggregate of all Net Proceeds of all such sales and Events of Loss received by the Company or its Subsidiaries in any calendar year exceed the Maximum Amount for such year are applied, within 180 days of receipt of such excess Net Proceeds (A) to the purchase of productive assets in a Permitted Business (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after the expiry of such 180 day period), or (B) to the purchase, repayment, or Cash Collateralization of such Senior Debt as the Company may elect to purchase, repay, or Cash Collateralize; provided, however, -------- ------- the Company shall not be required to apply any excess Net Proceeds pursuant to clause (A) or (B) above if and to the extent that, when received, such excess Net Proceeds do not exceed cash expenditures by the Company for the purchase of productive assets in a Permitted Business during the preceding 90 days (excluding any purchase to the extent financed by a Loan or to the extent such purchase was previously applied as a credit to reduce repayments, repurchases, or Cash Collateralization of Senior Debt required by this subsection 8.2(b) or Section 8.20) (all such Net Proceeds in excess of the cash expenditures referred to in the immediately preceding proviso being herein referred to as the "Excess ------ Asset Sales Proceeds"); and, provided further, that (1) at any time the Company -------------------- -------- ------- shall elect to repay or purchase Senior Debt other than the Loans, the Company shall also repay or Cash Collateralize Obligations by at least a pro rata amount (based on the then outstanding principal of amount of all Senior Debt), (2) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have certified the receipt of fair market value for such assets and the proper application of such Net Proceeds in accordance with this subsection 8.2(b), and (3) all Excess Asset Sales Proceeds that have not been applied to the purchase of productive assets in a Permitted Business or distributed to the holders of Senior Debt for application to the repayment of such Senior Debt shall be placed immediately upon receipt thereof in an escrow account, pursuant to an Escrow Agreement, for the purpose of application in accordance with clauses (A) and (B) above. The Company shall apply all amounts withdrawn from escrow pursuant to an Escrow Agreement, other than net earnings thereon arising from investment thereof as provided in such Escrow Agreement, to the applications required by clauses (A) or (B) above within three Business Days after such withdrawal; (c) sales of used, worn-out or surplus propertyequipment, all in the ordinary course Ordinary Course of businessBusiness; (bd) the sale sales of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilitiessuch replacement equipment; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date;and (e) the lease or sublease of property simultaneous exchanges by the Company or any Subsidiary to of Timberlands for other Persons timberlands in the ordinary course Ordinary Course of businessBusiness, with Persons who are not Affiliates of the Company, if: (i) at the time of such exchange, no Event of Default exists or shall result from such exchange; (fii) the sale aggregate fair market value of cash equivalents and other short all Timberlands so exchanged by the Company do not exceed on a cumulative basis $100,000,000 during the term money of this Agreement; (iii) the timberlands to be received in exchange are of at least an equivalent fair market investments in the ordinary course of business pursuant value to the Company's usual and customary cash management policies and proceduresTimberlands to be exchanged or, if such other timberlands are not of at least an equivalent fair market value, the amount of any shortfall shall constitute a sale under subsection 8.2(b) subject to the requirements of subsection 2.6(a); and (giv) dispositions not otherwise permitted hereunder the Agent has received, in form and substance satisfactory to the Agent and the Majority Banks, copies of appraisals or valuations for the Timberlands to be exchanged and the other timberlands to be received in the exchange, which are made for appraisals or valuation shall, in the case of any exchange where the Company is transferring properties (in one or a series of related transactions) having a fair market value; provided that (i) value in excess of $25,000,000, to be prepared by an independent appraiser acceptable to the aggregate value of Agent and the Majority Banks, and in all assets so sold -------- other cases the appraisal or other valuation may be prepared by the Company in such form and its Subsidiariescontent as is usual and customary in accordance with past practices of the Company; provided, together however, that any exchange permitted by this subsection 8.2(e) may be -------- ------- in the form of a tax deferred exchange and the conditions described in clauses (but excluding iii) and (iv) above may be satisfied up to 180 days after the sale of the Timberlands, so long as the aggregate sale price of the Timberlands with respect to which timberlands have not yet been received in exchange in accordance with this subsection 8.2(e) do not at any transaction permitted one time exceed $25,000,000, or, if such sale price exceeds $25,000,000, all Net Proceeds of such sales in excess of $25,000,000 shall be placed immediately upon receipt thereof in an escrow account, pursuant to an Escrow Agreement, for the purpose of application in accordance with clauses (b)(ii)(A) and (b)(ii)(C) above. The Company shall apply any Net Proceeds withdrawn from escrow pursuant to an Escrow Agreement to the applications required by clauses (ab)(ii)(A) through or (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (iib)(ii)(C) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of above within three Business Days after such Borrower and such sale is otherwise permitted hereunderwithdrawal.

Disposition of Assets. The Company shall notSell or otherwise dispose of any assets (including, and shall not --------------------- suffer without limitation, the capital stock of any Subsidiary), or permit any of its their Subsidiaries tothat are not Guarantors so to do, directly except for: (i) sales or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventoryassets (not including (A) aircraft, engines, spare engines or usedspare parts or (B) Slots, worn-out Foreign Slots, Routes, Supporting Route Facilities or surplus propertyGate Leaseholds, all the disposition of which assets referred to in this clause (B) shall be in accordance with clause (xi) of this Section) in the ordinary course of business; ; (bii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (including, without limitation, aircraft, engines, spare engines and spare parts, but excluding Slots, Foreign Slots, Routes, Supporting Route Facilities and Gate Leaseholds) no longer used in the business of the Borrower and the Guarantors; (iii) sales or dispositions of assets among the Borrower and the Guarantors; (iv) sales or dispositions of assets set forth on Schedule 6.11 hereto; (v) sales or dispositions in arm's length transactions, at fair market value and for cash in an aggregate amount not to exceed $5,000,000; (vi) abandonment and licensing (or sublicensing) of intellectual property Collateral provided, that such abandonment and licensing (or sublicensing) is (A) consistent with past practices and (B) with respect to intellectual property that is not material to the business of the Borrower and the Guarantors; (vii) dispositions of assets located outside of the United States in an amount not to exceed $2,000,000; (viii) termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto; (ix) the sale or discount of property accounts receivable to a collection agency in connection with collections of delinquent receivables; (x) sales and dispositions of equipment, to the extent that (A) such property is exchanged for credit against the purchase price of other property, similar replacement property or (B) the proceeds of such sale or disposition are reasonably promptly applied to the purchase price of other such replacement property; , provided, that any sale or disposition of Mortgaged Collateral shall only be in accordance with terms of the Aircraft Mortgage; (cxi) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day Loan Documents; (xii) sales, exchanges and swaps of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents engines and other short term money market investments spare parts in the ordinary course of business pursuant and consistent with past practice and to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise extent permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year Loan Documents; and (iixiii) no sales and dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderSection 1110 Assets.

Disposition of Assets. The Company Borrower shall not, and nor shall not --------------------- it suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:a (a) dispositions of inventory, or used, worn-out worn‑out or surplus property, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions of property by Receivables of the Company Borrower or any Subsidiary Subsidiaries to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Red Iron; (d) dispositions by any Originator of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; Facilities or other disposition of Receivables at any time of the Borrower or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the aggregate net uncollected -------- balances outstanding unpaid amount of all Permitted such Receivables so sold by in the Company and its Subsidiaries together aggregate shall not at any date of determination shall not time exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date$200,000,000; (e) dispositions (i) made in accordance with the lease or sublease Borrower’s investment policy, (ii) made in connection with Acquisitions, (iii) dispositions of property interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by the Company or any Subsidiary Borrower of shares of its capital stock and associated rights to other Persons purchase shares of the Borrower’s preferred stock pursuant to the Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in the ordinary course of businessRed Iron; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market valuehereunder; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so sold -------- by the Company Borrower and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), Subsidiaries shall not exceed in any fiscal year exceed 2015% of Consolidated Total Assets measured the consolidated total assets of the Borrower and its Subsidiaries determined as of the last day end of the immediately preceding most recently ended fiscal year quarter of the Borrower; (g) the Borrower or any Subsidiary may sell, assign, lease, convey, transfer or otherwise dispose of assets to the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the ordinary course of business to the extent not otherwise prohibited hereunder and (ii) no dispositions in connection with investments, including (A) investments in accordance with the Borrower’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable shall be arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Borrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of the Borrower’s and its Subsidiaries’ products, (C) investments incurred in order to consummate Acquisitions, (D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (G) investments in Red Iron; (i) dispositions resulting from any casualty or condemnation; (j) dispositions in connection with Restricted Payments permitted under this subsection Section 7.04; (gk) unless dispositions in connection with the sale granting of all Permitted Liens; and (l) dispositions in connection with the payment of Contingent Obligations or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is Indebtedness not otherwise permitted prohibited hereunder.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assignSell, lease, convey, transfer or otherwise dispose of any of its properties, assets, rights, Licenses or franchises to any person, except in connection with the replacement of equipment with other equipment of at least equal utility and value (whether provided that the Lender's lien upon such newly-acquired equipment has the same priority as the Lender's lien upon the replaced equipment) and the disposition without replacement of obsolete assets not material, individually or in one the aggregate, to the operation of its business; provided, however, that in no event shall a Borrower sell, lease, transfer or a series dispose of transactions) any property (including accounts and notes receivablematerial portion of the assets of, with or without recourse) or enter into any time brokerage agreement, local marketing agreement to do any or similar arrangement in respect of, a Station without the prior written consent of the foregoingLender, exceptwhich consent shall not be unreasonably withheld. The net sales proceeds (net of reasonable commissions and closing costs) to be received upon sale of any Station (any Station sold with the Lender's written consent is herein referred to as a "TRANSFERRED STATION") shall be applied to payment of the Senior Debt; provided, however, that if the Parent requests use of the net sale proceeds of a Transferred Station for the purchase by a Borrower of one or more additional radio broadcast stations (the "SUBSTITUTED STATIONS"), then the Lender agrees to allow such proceeds to be used by such Borrower for such purpose (such proceeds to be held by the Lender without interest and pledged to the Lender pending satisfaction of such requirements) conditional upon the satisfaction of each of the following requirements: (ai) dispositions no Event of inventory, Default shall have occurred and be continuing as of the date of such sale or used, worn-out or surplus property, all in as of any date thereafter prior to consummation of such acquisition of the ordinary course of businessSubstituted Station; (bii) the Lender shall have received and approved up-to-date financial statements for the Substituted Station(s), in form and substance acceptable to the Lender confirming to the Lender's reasonable satisfaction that the financial condition of the Substituted Station(s) is not less favorable than the Transferred Station(s) sold by the Borrower; (iii) the ratio of the Borrowers' Senior Debt to the Adjusted Net Operating Income of the Borrowers plus the Substituted Stations' Net Operating Income minus the Transferred Stations' Net Operating Income, for the preceding twelve (12) calendar months is less than or equal to 5.0:1.0; (iv) the acquisition of the Substituted Station(s) is consummated pursuant to a Final Order approving such acquisition, within one hundred eighty (180) days of the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(fTransferred Station(s); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (iv) the aggregate value Parent and the Borrowers execute and/or deliver to the Lender such additional Security Documents and opinions as the Lender may reasonably require to evidence and confirm the satisfaction of the foregoing requirements and the requirements of Section 2.05 hereof with respect to the Substituted Station(s), including, without limitation, the grant to the Lender of a first priority perfected security interest and lien on all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderSubstituted Station(s).

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sellSell, assign, lease, convey, transfer consign or otherwise dispose of (whether in one or a series any of transactions) any property its Properties (including accounts and notes receivable, with or without recourseany Equity Interests) or enter into any agreement interest therein, including any disposition of Property as part of a sale and leaseback transaction, to do or in favor of any Person, except (i) sales of Inventory by Remington or any Subsidiary (other than Brands or Factors) in the foregoingOrdinary Course of Business of Remington or such Subsidiary unless an Event of Default exists hereunder and Agent in writing has demanded surrender of possession of such Inventory or otherwise required that no further disposition of such Inventory be made, except: (aii) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property Equipment to the extent authorized by Section 8.4.2 hereof, (iii) a transfer of Property by a Subsidiary of a Borrower to such Borrower or to another Wholly-Owned Subsidiary that such property is exchanged for credit against the purchase price of other property, a Guarantor or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any a Foreign Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or another Foreign Subsidiary of such Borrower (except that neither Brands nor Factors shall sell or otherwise transfer any of their assets to a Person other than Remington), (iv) the abandonment or other disposition of patents, trademarks or other Intellectual Property that are, in the reasonable judgment of Borrowers no longer economically practicable to maintain or useful in the conduct of the business of Borrowers or any of their Subsidiaries, (v) other dispositions expressly permitted by other provisions of the Credit Documents, (vi) other dispositions by Remington of any Property (other than Equity Interests in Brands and Factors and any rights of Remington under License Agreements) provided that the fair market value of all such sale is otherwise permitted hereunderProperties disposed of by Remington in any Fiscal Year does not exceed, in aggregate, $2,500,000, and provided that, at the time of each such disposition and after giving effect thereto, no Event of Default or Out-of-Formula Condition exists, (vii) sales of Accounts by Remington to Factors pursuant to the Factoring Documents and (viii) licenses of Intellectual Property by Brands to Remington.

Disposition of Assets. The Except as permitted by Section 10.3, the Company shall will not, and shall will not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment or intellectual property, all in the ordinary course of business; (b) the sale Dispositions of property Accounts Receivable pursuant to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertya Permitted Receivables Purchase Facility; (c) dispositions Disposition of property by assets received in connection with the Company bankruptcy or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture reorganization of suppliers and customers and in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions settlement of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company delinquent obligations of, and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons disputes with, customers and suppliers arising in the ordinary course of business; (fd) Dispositions of assets between and among the Company and its Wholly-Owned Subsidiaries of the Company that are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; (e) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to (1) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant administrative agent under either Bank Credit Agreement to the Company's usual and customary cash management policies and proceduresextent the applicable Bank Credit Agreement is in effect or (2) the Required Holders; and (gf) dispositions Dispositions not otherwise permitted hereunder which are made hereunder; provided that (1) in the good faith opinion of the Company, the Disposition is in exchange for consideration having a fair market valuevalue at least equal to that of the property subject to such Disposition and is in the best interest of the Company or such Subsidiary, taken as a whole; (2) after giving effect to such transaction, no Default or Event of Default shall exist; provided that and (i3) immediately after giving effect to the Disposition, the aggregate net book value of all assets so sold -------- by that were the Company and its Subsidiaries, together (but excluding subject of any transaction permitted by clauses (aDisposition pursuant to this Section 10.2(f) through (f)), shall not occurring in any the then current fiscal year would not exceed 2015% of Consolidated Total Assets measured (determined as of the last day end of the immediately most recently completed fiscal year). Notwithstanding the foregoing, the Company may, or may permit a Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in the foregoing limitation and computation contained in paragraph (f)(3) of the preceding fiscal year and sentence if, within 365 days of such Disposition, an amount equal to the net proceeds from such Disposition is: (ii1) no dispositions reinvested in productive assets to be used in the existing business of accounts the Company or notes receivable a Subsidiary; or (2) the net proceeds from such Disposition are applied to a Debt Prepayment Application. Solely for the purposes of this clause (B), whether or not such offers are accepted by the holders, the entire principal amount of the Notes subject to a Debt Prepayment Application shall be permitted under this subsection (g) unless in connection with deemed to have been prepaid so long as the sale aggregate amount of all net proceeds from such Disposition which have been offered for prepayment to holders, and which offers have been rejected, shall have then been applied to reduce the principal amount of any Material Credit Facility, if and to the extent any such facilities exist at that time, or substantially all of a business unitif no such facilities exist at that time, division or Subsidiary so long as the aggregate amount of such Borrower and net proceeds from such sale is otherwise permitted hereunderDisposition have been offered for prepayment to the holders of Notes.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer No Group Member will sell or otherwise dispose of any assets (whether in one or a series including, without limitation, the capital stock of transactions) any property (including accounts and notes receivableSubsidiary), with or without recourse) or enter into any agreement to do any of the foregoing, exceptexcept for: (a) dispositions sales of inventory, or used, worn-out or surplus property, all fixtures and equipment in the ordinary course of business; (b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertyfuture; (c) dispositions intercompany sales or other intercompany transfers of property by the Company or any Subsidiary assets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to reasonable business requirements or dispositions exceed $25,000,000 from Group Members that are Loan Parties to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Group Members that are not Loan Parties; (d) dispositions each of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company Holdco and its Subsidiaries together at may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any date transaction, the primary purpose of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such datewhich is to provide financing for Holdco and its Subsidiaries; (e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the lease primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €65,000,000, or sublease the equivalent of property by such amount, at any one time outstanding; provided, further, that the Company or amount of any Subsidiary such financing shall be deemed to other Persons in be Indebtedness hereunder and shall not exceed the ordinary course total amount of businessIndebtedness permitted to be incurred pursuant to Section 6.03(g); (f) the sale each of cash equivalents Holdco and other short term money market investments its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto; (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the Equity Interests of any Subsidiary) permitted by clauses (b), (c), (k), (n) and (o) of Section 6.05 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the Company's usual ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and customary for at least 80% cash management policies consideration; (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 Group Member or its Subsidiaries; (i) sales, transfers and proceduresdispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (i); (j) Specified Dispositions; (k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $100,000,000; and (gl) dispositions not otherwise permitted hereunder which are made for other sales of assets having a fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% excess of Consolidated Total Assets measured as of $35,000,000 in the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderaggregate.

Disposition of Assets. The Company shall notNo Credit Party shall, and no Credit Party shall not --------------------- suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including the Stock of any Restricted Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing), except: (a) dispositions to any Person other than an Affiliate of a Credit Party of (i) inventory, or used(ii) worn out, worn-out obsolete or surplus property, all equipment in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions of inventory and goods held for sale in the Ordinary Course of Business; (c) transactions permitted under Section 5.1(k); (d) dispositions of assets (other than ABL Priority Collateral) pursuant to sale and leaseback transactions in an aggregate amount not to exceed $100,000,000; provided, that no Default or Event of Default is in existence at the time of such disposition or would result therefrom; (e) (i) dispositions of those assets set forth in Schedule 5.2; provided, that no Event of Default is in existence at the time of such disposition or would result therefrom and (ii) any Aromatics Asset Sale or Building Products Division Asset Sale; provided, that the proceeds of any Disposition of any ABL Priority Collateral related to such Aromatics Asset Sale or Building Products Division Asset Sale shall be subject to the provisions of subsection 1.8(c); (f) dispositions of assets from a U.S. Credit Party to another U.S. Credit Party; (g) dispositions of assets from a U.S. Subsidiary that is not a U.S. Credit Party to another U.S. Subsidiary that is a Restricted Subsidiary; (h) dispositions of assets from a Canadian Credit Party or a Restricted Subsidiary that is not a Credit Party to another Credit Party for not more than fair market value; (i) dispositions of assets from a Canadian Subsidiary that is not a Credit Party to another Restricted Subsidiary; (j) subject to Section 4.11, dispositions of Cash Equivalents in the Ordinary Course of Business; (k) any issuance or sale of property Stock or Stock Equivalents in an Unrestricted Subsidiary; (l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the Ordinary Course of Business and which do not materially interfere with the business of the Borrowers and their Restricted Subsidiaries, taken as a whole; (m) dispositions of assets to the extent that (i) such property is exchanged for credit against the purchase price of other property, similar replacement property or (ii) the proceeds of such sale disposition are reasonably promptly applied to the purchase price of other such replacement property; provided that to the extent the property being transferred constitutes ABL Priority Collateral, such replacement property shall constitute ABL Priority Collateral; (cn) dispositions of property by the Company or any Subsidiary Investments in joint ventures to the Company extent required by, or any Subsidiary or any Unrestricted Subsidiary made pursuant to reasonable business requirements or dispositions to a Joint Venture customary buy/sell arrangements between, the joint venture parties set forth in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company joint venture arrangements and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and proceduressimilar binding arrangements; and (go) additional dispositions of assets not otherwise permitted hereunder which are made for fair market value; provided that by this Section 5.2 if, immediately after giving effect to any such disposition, the aggregate amount (based on the net book value of all such assets) of all such dispositions does not exceed the lesser of (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year $150,000,000 and (ii) 15% of the Consolidated Total Assets of Axiall and its Restricted Subsidiaries (calculated for the fiscal month most recently ended prior to such disposition for which financial statements have been delivered pursuant to Section 4.1 on a pro forma basis after giving effect to such disposition); provided, that (A) no dispositions Default or Event of accounts Default is in existence at the time of such disposition or notes receivable would result therefrom and (B) the non-cash consideration received in connection therewith shall be permitted under this subsection (g) unless not exceed 25% of the total consideration received in connection with such disposition (it being agreed that non-cash consideration consisting of Designated Non-Cash Consideration received in respect of dispositions having an aggregate fair market value in an amount not to exceed $20,000,000 in the sale of all or substantially all of a business unit, division or Subsidiary of aggregate shall be excluded from such Borrower and such sale is otherwise permitted hereundercalculation).

Disposition of Assets. The Company shall notSell, and shall not lease or otherwise --------------------- suffer dispose of any of, or permit any of its Subsidiaries to, directly or indirectly, Subsidiary to sell, assign, lease, convey, transfer lease or otherwise dispose of (whether any of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in one or a series favor of transactions) any property (including accounts and notes receivablePerson, with or without recourse) or enter into any agreement to do any of the foregoing, exceptexcept for: (ai) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; (ii) transfers of Property by a Borrower or a Subsidiary to a Borrower or a Domestic Subsidiary that is also a Guarantor; (iii) transfers of Property by a Foreign Subsidiary to another Foreign Subsidiary whose Securities are subject to a Pledge Agreement; (iv) dispositions of investments described in paragraphs (v), (vi), (vii) and (viii) of the definition of the term "Restricted Investments"; (v) sales, leases or other dispositions of Equipment or other fixed assets with a fair market value of up to $750,000 in the aggregate in any one calendar year, that are substantially worn, damaged or obsolete and that are replaced with Equipment or other fixed assets of like kind, function and value; provided, that (i) until so -------- replaced, the proceeds of each such disposition shall be applied against the Revolving Credit Loans (but shall not permanently reduce the Revolving Loan Commitments), (ii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are to be used by Borrowers to replace the Property sold, (iii) the replacement Property shall be acquired within one hundred eighty (180) days after the disposition of the Property to be replaced and (iv) the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens; and provided further, that ---------------- any such amount that it is not timely used to purchase replacement Property as provided herein shall be applied to the Obligations as provided in the second sentence of subsection 3.3.1; (vi) sales, leases and other dispositions of Property with a fair market value of up to $750,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction and (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale thereof are reasonably promptly applied to the purchase price of other propertyObligations in accordance with subsection 3.3.1; (vii) sales, leases and other dispositions of Property with a fair market value of greater than $750,000 in the aggregate in any one calendar year, but less than or equal to $3,000,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction, (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as each of the last day of the fiscal quarter immediately preceding Agent and Tranche B Agent has consented in writing to such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedurestransaction; and (gviii) sales, leases and other dispositions not otherwise permitted hereunder which are made for of Property with a fair market value; provided that (i) value in excess of $3,000,000 in the aggregate value of all assets in any one calendar year, so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses long as (a) through no Default or Event of Default is then in existence or would result from such transaction, (f)), shall not b) the proceeds thereof are applied to the Obligations in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year accordance with subsection 3.3.1 and (iic) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless each Lender has consented in connection with the sale of all or substantially all of a business unit, division or Subsidiary of writing to such Borrower and such sale is otherwise permitted hereundertransaction.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer Engage in any Asset Sale or permit any of its Subsidiaries to, otherwise directly or indirectly, indirectly sell, assign, lease, convey, transfer or otherwise dispose of (whether in one all or a series any portion of transactions) any property (including accounts and notes receivableits assets, with business or without recourse) property, or enter into any agreement agree to do any of the foregoing, except: (ai) dispositions of inventory, inventory or used, worn-out or surplus propertyproperty or equipment or Permitted Cash Investments, all in each case in the ordinary course of business; (bii) the sale of property any business unit of Borrower or any of its Subsidiaries that the board of directors of Borrower or such Subsidiary determines in good faith to be non- material; (iii) any Asset Sale so long as (A) such transaction is on an arm's- length basis; (B) no Event of Default or Potential Default is continuing or would result from such Asset Sale; (C) the purchase price paid to Borrower or any of Subsidiaries for such asset shall not be less than the fair market value of such asset at the time of such sale; (D) the purchase price for such asset shall be paid to Borrower or any of its Subsidiaries solely in cash (except for non- cash consideration in the form of promissory notes not exceeding $2,000,000 in the aggregate at any one time outstanding); and (E) the aggregate book value of assets (other than the custom lens laboratory owned by Ocular Sciences Canada) sold by Borrower and its Subsidiaries pursuant to this clause (iii) in any Fiscal Year does not exceed five percent (5%) of Borrower's consolidated total assets (determined in accordance with GAAP) as of the last day of the preceding Fiscal Year; (iv) so long as no Event of Default or Potential Default is continuing or would result from the proposed transaction, the grant of an option or other right to purchase an asset in a transaction that would be permitted under this Section 5.3(b); (v) the sale, lease, transfer or other disposition of (i) assets by any Subsidiary of Borrower to Borrower or to a Material Subsidiary and (ii) inventories and fixed assets up to a maximum amount of $10,000,000 in any calendar year by Subsidiaries of Borrower to Non-Material Subsidiaries; (vi) sales, transfers or other dispositions of fixed assets or equipment by Borrower or any of its Subsidiaries to the extent that (A) such property equipment is exchanged traded in for credit against the purchase price of other propertyfixed assets or equipment, or (B) the proceeds of such sale are reasonably promptly applied to the purchase price of such other property; fixed assets or equipment within one hundred eighty (c180) dispositions of property by days from the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease sale, transfer or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and proceduresdisposition; and (gvii) dispositions non-exclusive licenses and similar arrangements for the use of intellectual property granted to others not otherwise permitted hereunder which are made for fair market value; provided that (i) interfering in any material respect with the aggregate value business of all assets so sold -------- by the Company Borrower and its SubsidiariesSubsidiaries taken as a whole; provided, together however, that Borrower shall not, and shall cause any of its Subsidiaries not to, dispose of any asset to effect a leaseback of any asset, other than sale-leasebacks of equipment effected less than one hundred eighty (but excluding any transaction permitted by clauses (a180) through (f)), days after Borrower or such Subsidiary shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of have acquired such Borrower and such sale is otherwise permitted hereunderequipment.

Disposition of Assets. The Company shall not, will not and shall will not --------------------- suffer or permit any of its Subsidiaries toRestricted Subsidiary to sell, directly or indirectly, selllease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series any of transactions) any property their respective assets (including accounts and notes receivable, with without limitation stock or without recourse) or enter into any agreement to do other equity interests in any of the foregoingSubsidiaries or any of the voting rights of any such stock or other equity interests); provided, excepthowever, that the following dispositions shall be permitted so long as the Company and the Restricted Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (ai) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments inventory in the ordinary course of business pursuant of the Company and its Restricted Subsidiaries; (ii) the Xxxxxxx Disposition, provided that all of the proceeds (less reasonable expenses) from the Xxxxxxx Disposition shall be applied to repay Borrowings (as defined in the Company's usual Credit Agreement) under the Credit Agreement; (iii) the Shred-Tech Disposition, provided that all of the proceeds (less reasonable expenses) from the Shred-Tech Disposition shall be applied to prepay the Notes in accordance with paragraph 4B, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iv) any other disposition of assets having a Net Book Value not to exceed $25,000,000 in the aggregate for as long as any Note remains outstanding, provided, that with regard to any such disposition of assets -------- having a Net Book Value in excess of $5,000,000 individually or when aggregated with all other such dispositions on or after July 30, 1999 all of the proceeds (less reasonable expenses) from such disposition or dispositions in excess of $5,000,000 shall be applied to prepay the Notes in accordance with paragraph 4B, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (v) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of the Company and customary cash management policies and proceduresits Restricted Subsidiaries, so long as such assets are replaced with assets of equal or greater value; and (gvi) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value disposition of all assets so sold -------- by to the Company and its Subsidiaries, together (but excluding or any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection wholly-owned Restricted Subsidiary that is a Guarantor. (g) unless New paragraphs 6K, 6L & 6M are added to the Note Agreement reading in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunder.their entireties as follows:

Disposition of Assets. The Company Borrower shall not, and shall not --------------------- suffer or permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Banks, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any property (including accounts and notes receivablehereafter acquired), with or without recourse) or enter into any agreement to do any of the foregoing, except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or usedsupplemented from time to time, worn-out (d) disposition by the Borrower of all or surplus propertyany portion of its transmission assets in one or more RTO Transactions, all (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition by Avista Energy, Inc. of its assets in the ordinary course of business; its trading operations, (bg) disposition of receivables and related properties or interests therein, (h) disposition by the sale Borrower of property to its natural gas distribution assets and operations located in the extent that such property is exchanged for credit against the purchase price State of California, (i) other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment assets (not otherwise permitted by subsection 8.4(f); clauses (da)-(h) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (ethis Section) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments made in the ordinary course of business pursuant to not exceeding in any fiscal year 5% of the Company's usual assets of the Borrower and customary cash management policies its Subsidiaries as of the end of the prior fiscal year, computed and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that consolidated in accordance with GAAP consistently applied, and (i) the aggregate value other dispositions of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction not otherwise permitted by clauses (aa)-(h) through (f)), shall of this Section) not exceeding in any fiscal year exceed 2010% of Consolidated Total Assets measured the assets of the Borrower and its Subsidiaries as of the last day end of the immediately preceding prior fiscal year year, computed and (ii) no dispositions of accounts or notes receivable consolidated in accordance with GAAP consistently applied; provided, however, that notwithstanding anything in this Section 6.04 to the contrary, this Section 6.04 shall not be permitted under this subsection (g) unless in connection with deemed to prohibit any disposition by a Significant Subsidiary if, after giving effect to the sale of all or substantially all of a business unit, division or Subsidiary consummation of such Borrower and transaction, such sale is otherwise permitted hereunderSignificant Subsidiary shall have or be deemed to have a ratio of total long-term Indebtedness to total stockholders' equity equal to or less than 1.5 to 1.0.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (property, including accounts and notes receivable, with or without recourse) recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus propertyequipment, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysimilar replacement equipment; (c) Asset Dispositions by the Company or any Subsidiary that are not otherwise permitted under this Section 8.02 to the extent that proceeds from such dispositions are either (i) reinvested by the Company or such Subsidiary in similar property within 180 days of property such disposition (or within 210 days of such disposition in the event that the Company or such Subsidiary has entered into a legal, valid and binding contract to reinvest such proceeds within such 180 day period) or (ii) applied towards the purchase price of an Acquisition otherwise permitted pursuant to the provisions of this Agreement within 180 days of such disposition; (d) Asset Dispositions by the Company or any Subsidiary to any Wholly-Owned Subsidiary that is party to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment Guaranty and Asset Dispositions permitted by subsection 8.4(fSection 8.03(c); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) sales of accounts receivable and related rights (and of rights as lessor under capitalized leases and related equipment and rights) to or by a Securitization Subsidiary pursuant to a Permitted Securitization; (f) sale/leaseback transactions involving an aggregate consideration not to exceed $10,000,000 after the lease date hereof; (g) the transfer of Lease Assets to Leasing Subsidiaries solely in connection with Leasing Transactions; (h) the sale or sublease other disposition of the assets or stock of Summit Performance Systems, Inc. in exchange for cash or a promissory note; provided, that any such promissory note is pledged to the Agent pursuant to the Pledge Agreement; (i) Asset Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; provided; that the aggregate fair market value of all such property disposed of after the date hereof (valued at the time of disposition) shall not exceed $12,500,000; (j) Asset Dispositions of property (1) acquired pursuant to Section 8.04(a) or (2) acquired as an Investment pursuant to Section 8.04(b)-(q); provided, that the aggregate fair market value of such property referred to in clause (2) shall not exceed $10,000,000 after the date hereof; (k) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary to other Persons in the ordinary course of businessSubsidiary; (fl) the sale of cash equivalents and other short term money market investments Asset Dispositions identified on Schedule 8.02; (m) sales at a discount in the ordinary course of business pursuant of accounts receivable arising out of sales by the Company or its Domestic Subsidiaries to Persons domiciled outside of the Company's usual and customary cash management policies and proceduresUnited States; and (gn) dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) at least 75% of the aggregate sales price from such dispositions shall be paid in cash, and (iii) the aggregate value of all assets so sold -------- by the Company and its SubsidiariesSubsidiaries after the date hereof, together (but excluding any transaction permitted by clauses (a) through (f))together, shall not in any fiscal year exceed 20(x) represent more than 10% of Consolidated Total Assets measured Net Worth, as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such determination is made, or (y) be responsible for more than 10% of the consolidated net revenues or consolidated net income of the Company and its Subsidiaries for the 12-month period ending as of the last day end of the immediately fiscal quarter next preceding fiscal year and (ii) no dispositions the date of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderdetermination.

Disposition of Assets. The Company shall Parent Borrower will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectlyDispose of any asset, sellincluding any Capital Stock owned by it (other than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do nor will the Parent Borrower permit any of the foregoingit Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) dispositions (i) sales of inventory, obsolete or used, worn-worn out equipment and Permitted Investments and (ii) leases of real or surplus personal property, all in each case in the ordinary course of business; (b) the sale of property Dispositions to the extent Parent Borrower or a Subsidiary; provided that any such property Dispositions by a Loan Party to a Subsidiary that is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertynot a Loan Party shall be made in compliance with Section 6.5; (c) dispositions sales of property by accounts receivable and related assets or an interest therein of the Company or any Subsidiary type specified in the definition of "Qualified Receivables Transaction" pursuant to a Qualified Receivables Transaction, provided that (i) each such Qualified Receivables Transaction shall be on terms and conditions satisfactory to the Company Administrative Agent and (ii) the aggregate gross proceeds to the Parent Borrower and its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture other debt securities and valued at fair market value in which the Company or any Subsidiary is making or has made an Investment case of other non-cash proceeds) from all such Qualified Receivables Transactions permitted by subsection 8.4(f)this paragraph (c) shall not exceed $250,000,000; (d) dispositions Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilitiesassets that are not permitted by any other paragraph of this Section; provided that the aggregate net uncollected -------- balances gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (d) shall not exceed, in the case of any fiscal year of the Parent Borrower, 10% of Total Consolidated Assets; and provided further that all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; (e) issuances by Inrange of shares of Inrange Class B Common Stock in a Permitted Receivables so sold Subsidiary Acquisition; (f) issuances by Inrange to management and employees of the Company Parent Borrower, Inrange or any of their Subsidiaries, of options to acquire up to 7,105,700 shares of Inrange Class B Common Stock, and its Subsidiaries together issuances of Inrange Class B Common Stock pursuant to the exercise by such Persons, at an exercise price equal to the price per share in the initial public offering of such Class B Common Stock, of such options; (g) issuances by Inrange to directors, management and employees of, and consultants and other providers of services to, the Parent Borrower, Inrange or any of their Subsidiaries, in each case in exchange for non-cash consideration provided by such Persons in the form of goods or services, of (i) Inrange Common Stock, provided that the aggregate fair market value of such Inrange Common Stock (determined as of the date such Inrange Common Stock is issued) does not exceed $10,000,000 in any fiscal year of the Parent Borrower, and (ii) options and warrants to acquire Inrange Common Stock and issuances of Inrange Common Stock pursuant to the exercise of such options and warrants, at an exercise price of not less than 85% of the fair market value of such Inrange Common Stock (determined as of the date of determination the grant of such options or warrants), provided that the aggregate number of shares of Inrange Common Stock covered by options and warrants granted in any fiscal year of the Parent Borrower shall not exceed 51,500,000 (as adjusted for stock splits, stock dividends, reverse stock splits and similar events); (h) issuances of Inrange Class B Common Stock pursuant to the exercise by directors and management of the Parent Borrower, at an exercise price of $13.00 per share, of options to acquire up to 1,331,000 shares of Inrange Class B Common Stock (which options were issued by Inrange to such Persons prior to August 15, 2000); (i) Dispositions by the Parent Borrower of shares of Inrange Common Stock held by the Parent Borrower in exchange for shares of the Parent Borrower's Capital Stock in a redemption or repurchase transaction that is otherwise expressly permitted by this Agreement; (j) Dispositions by the Parent Borrower of all or any portion of its interest in the Xxxxxxx XX and the Assa Abloy JV; provided that all Dispositions permitted by this paragraph (j) shall be made for fair value and for at least 85% cash consideration; and (k) Dispositions by the Parent Borrower of shares of Inrange Common Stock held by the Parent Borrower to the holders of the Parent Borrower's common stock, provided that the Consolidated Total Assets measured Leverage Ratio, determined as of the last day of the most recent period of four consecutive fiscal quarter immediately preceding quarters for which the relevant financial information is available, is less than 2.5 to 1.0. For purposes of paragraphs (d) and (j) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Subsidiary (in which case, the Parent or such dateSubsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of "Net Proceeds"), provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate; (eB) the lease securities, notes or sublease of property other obligations received by the Company Parent Borrower or any Subsidiary from the transferee that are promptly (subject to other Persons in ordinary settlement periods) converted, sold or exchanged within 30 days of receipt thereof by the ordinary course of business; Parent Borrower or such Subsidiary into cash (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary extent of the cash management policies and proceduresreceived in such conversion, sale or exchange); and (gC) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) in the aggregate value case of all assets so sold -------- any Disposition, promissory notes received by the Company and its Subsidiaries, together (but excluding Parent Borrower or any transaction permitted by clauses (a) through (f)), shall Subsidiary from the transferee having an aggregate principal amount not in any fiscal year to exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and $10,000,000; and (ii) no dispositions in the case of accounts a Disposition consisting of an Asset Swap, the Parent Borrower or notes receivable such Subsidiary shall only be permitted under this subsection (g) unless required to receive cash in connection with an amount equal to at least 75% of the sale proceeds of such Disposition which are not part of the Asset Swap, provided that the aggregate fair value of the assets of the Parent Borrower and its Subsidiaries that are the subject of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderAsset Swaps shall not exceed $400,000,000.

Disposition of Assets. The Company shall notSell, and shall not --------------------- suffer transfer, lease or otherwise dispose of any asset, including any Capital Stock, nor will the Borrower permit any of its Subsidiaries to, directly to issue any additional shares of its Capital Stock or indirectly, sell, assign, lease, convey, transfer other ownership interest in such Subsidiary (other than to the Borrower or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoingSubsidiary Guarantor), except: (a) dispositions sales of inventory, or used, worn-out used or surplus property, all equipment and Permitted Investments in the ordinary course of business; (b) the sale sales, transfers and dispositions permitted by clause (a) or (b) of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertySection 6.05; (c) sales, transfers and dispositions of property assets (other than Capital Stock of a Subsidiary) that are not permitted by any other clause of this Section 6.08; provided that the Company aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) (excluding any Subsidiary such disposition pursuant to the Company or sale of the facility located at 5551 Vanguard Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (xxxxxxxxx xxx xxxxxxxx xxxxing lot)) shall not exceed $50,000,000 during any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which fiscal year of the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Borrower; (d) sales, transfers and dispositions of Permitted Accounts in connection with the Receivables pursuant Transfer Program; (e) sales, transfers and dispositions of Accounts (and, to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances extent necessary in connection with such sale, related credit cardholder accounts), so long as the fair market value of all Permitted Receivables so the Accounts sold by during any period of four fiscal quarter periods of the Company and its Subsidiaries together at any date of determination Borrower shall not exceed 515% of Consolidated Total Assets measured the average Managed Accounts Receivable as of the last day of each of the four fiscal quarter immediately preceding such date; (e) quarters of the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business;Borrower and its Subsidiaries most recently ended; and (f) sales, transfers and dispositions of Accounts that have been charged off on the sale books and records of cash equivalents the Borrower or a Subsidiary in accordance with its standard credit and collection policies; provided that all sales, transfers, leases and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are hereby shall be made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20for cash consideration equal to at least 85% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year such fair value and (ii) no dispositions of accounts or notes receivable all such Net Proceeds shall be permitted applied in accordance with Section 2.07(b) (and, for the avoidance of doubt, the exclusions set forth in Section 2.07(b) shall apply). The notice provisions of Section 2.07 shall apply with respect to any sale under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderSection.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventoryInventory, or used, worn-out or surplus propertyequipment, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment, unless such equipment is not needed in the Company's or such Subsidiary's business; (c) dispositions transfers of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to Accounts Receivable under a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Permitted Receivables Facility; (d) dispositions not otherwise permitted hereunder (including the disposition of Permitted Receivables all of the capital stock of any operating Subsidiary by sale of stock or by merger of such Subsidiary with or into another Person and including a disposition pursuant to Permitted Receivables Purchase Facilities; provided that a sale and lease-back transaction) which are made for fair market value if the aggregate net uncollected -------- balances fair market value of all Permitted Receivables assets so sold disposed of by the Company and its Subsidiaries together at any date of determination shall under this clause (d) does not exceed 5% $25,000,000 in the aggregate; provided that (i) at the time of Consolidated Total Assets measured as any disposition, no Event of the last day Default or Unmatured Event of the fiscal quarter immediately preceding such date;Default shall exist or will result (e) mergers expressly permitted by clauses (i) and (ii) of Section 8.3 or transfers by any Wholly-Owned Subsidiary of the lease or sublease Company of property by its assets upon its liquidation to the Company or any Subsidiary to other Persons in the ordinary course of businessits Wholly-Owned Subsidiaries; (f) the sale dispositions (including by means of cash equivalents and other short term money market investments in the ordinary course a Sale/Leaseback Transaction) of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder Assets Held for Sale which are made for fair market value; ; (g) dispositions of assets for not less than fair market value in Sale/Leaseback Transactions permitted under Section 8.18 (provided that the fair market value of all property sold pursuant to this clause (g) may not exceed $25,000,000); (h) dispositions by the Company of up to 49% of the equity interests of the South American Joint Venture Subsidiary; and (i) the aggregate value dispositions of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not exceeding $2,000,000 in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderfor non-cash consideration.

Disposition of Assets. The Company shall Borrower will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition or swap of assets, sell, assign, lease, convey, transfer or otherwise dispose including Capital Stock of any Subsidiary (whether in one by means of a public or a series of transactions) any property private offering or otherwise), other than (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (bi) the sale of property to inventory, (ii) the extent that such property is exchanged for credit against the purchase price licensing of other intellectual property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (eiii) the lease or sublease disposition of property by the Company or any Subsidiary to other Persons obsolete assets, in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments each case in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and consistent with past practices, (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (iiv) the aggregate value sale of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless receivables in connection with the sale of all or substantially all of a business unit, division or Subsidiary operations of such Person relating thereto or disposition of defaulted receivables for collection and not as a financing arrangement, and (v) Asset Sales or Asset Swaps not described in clauses (i) through (iv) above; provided that in the case of each such Asset Sale or Asset Swap, (1) no Default or Event of Default has occurred and is continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (2) in the case of an Asset Sale, either (x) at least seventy-five percent (75%) of the consideration received by the Borrower or such Subsidiary in connection with any such Asset Sale is in the form of cash and is received upon consummation of such Asset Sale (provided that (A) Investments permitted hereunder and converted to cash within thirty (30) days and (B) any Indebtedness secured by the assets sold and assumed by the buyer shall be treated as cash proceeds for purposes of calculating compliance with the seventy-five percent (75%) requirement set forth in this clause (2) but not for purposes of calculating Net Cash Sale Proceeds), or (y) such disposition constitutes a permitted Investment pursuant to §10.3(j), (3) each such Asset Sale or Asset Swap is consummated on an arm’s length basis for fair consideration, (4) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with such Asset Sale or Asset Swap in accordance with §4.2, (5) contemporaneously with such Asset Sale or Asset Swap, the Borrower shall have delivered to the Administrative Agent an updated Schedule 8.3(b) and/or Schedule 8.21, as applicable, after giving effect to such Asset Sale or Asset Swap, and (6) in the case of an Asset Swap, the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap. Notwithstanding the foregoing, the Borrower or any Subsidiary shall not be required to comply with any of the conditions described in clauses (2) and (3) of this §10.5.2 in connection with any transfer of certain assets used in connection with the Borrower’s Hawaiian operations into a trust for FCC regulatory purposes or the subsequent sale is otherwise permitted hereunderor disposal by such trust of such assets, so long as the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with any such Asset Sale in accordance with §4.2.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sellsell (including in any sale and leaseback transaction), assign, transfer, lease, convey, transfer convey or otherwise dispose of (whether in one any properties or a series of transactions) any property assets (including accounts and notes receivableany Capital Stock or other Equity Interest by the holder thereof), with whether now owned or without recourse) hereafter acquired, or any income or profits therefrom, or enter into any agreement to do any so, other than pursuant to a sale, assignment, transfer, lease, conveyance or other disposition (i) upon foreclosure on the Yen Royalty Financing Collateral by the Yen Royalty Lender; (ii) constituting sales of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all inventory and transactions with franchisees occurring in the ordinary course of business; ; provided, however, that neither the Company nor any of its Subsidiaries shall sell, assign, or otherwise transfer any interest in accounts receivable except in connection with a disposition of any business unit as a going concern (b) the sale of property but subject to the extent that such property is exchanged for credit against limitation set forth in clause (viii) below); (iii) involving the purchase price Capital Stock of other property, or the proceeds any Subsidiary required under applicable law to qualify directors of such sale are reasonably promptly applied to the purchase price Subsidiary; (iv) from any Subsidiary of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements Subsidiary; (v) sales or dispositions to a Joint Venture in which the Company of stores or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons assets in the ordinary course of business; ; (fvi) the sale operating leases, subleases, licenses and sublicenses of cash equivalents and other short term money market investments real property or intellectual property granted to third parties in the ordinary course of business pursuant business, in each case not intended to the Company's usual constitute a financing arrangement; (vii) equity contributions and customary cash management policies other transfers from Borrower to any of its Subsidiaries; and procedures; and (gviii) dispositions not otherwise permitted hereunder which are made for fair market value; provided that by subsections (i) through (vii) above involving assets with an aggregate net book value which when added to the aggregate net book value of all other assets so sold -------- by disposed of pursuant to this clause (vi) since the Effective Date does not to exceed in the aggregate an amount equal to twelve and one half percent (12.5%) of the consolidated total assets of the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not Subsidiaries reflected in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderCompany’s most recent annual audited balance sheet.

Disposition of Assets. The Company Borrower shall not, not and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, Subsidiary Guarantor to sell, assign, lease, conveylicense, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoingits Property (or any right to receive revenues, except: proceeds, income or profits therefrom), except (a) asset sales or licensing of technology and dispositions of inventory, or used, worn-out or surplus property, all inventory in the ordinary course of business; ; (b) dispositions of obsolete equipment or equipment no longer used or useful in the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, Borrower’s or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; Subsidiary Guarantors’ business; (c) dispositions of property any Property by a Subsidiary Guarantor to the Company Borrower or a Subsidiary Guarantor; (d) asset dispositions by Borrower or any Subsidiary Guarantor to any Wholly-Owned Subsidiary that is a Subsidiary Guarantor of assets that are not critical to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding Refinery with an aggregate fair market value to all such date; Wholly-Owned Subsidiaries not to exceed $50,000,000; (e) the lease any sale or sublease assignment of property by the Company delinquent accounts receivable or any Subsidiary other trade receivables (or notes evidencing such receivables) to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments a collection agency or similar service in the ordinary course of business pursuant as now conducted; (f) leases (i) of unimproved real estate and (ii) of other Property (other than the Refinery or any Property necessary for the operation of the Refinery) (A) that are cancelable by the Borrower upon 60 days or less notice without penalty and (B) that do not (1) have an aggregate annual rental payable to the Company's usual Borrower and customary cash management policies the Subsidiary Guarantors in excess of $5,000,000 and procedures(2) involve Property with a fair market value of $25,000,000 or more; and (g) dispositions not otherwise permitted hereunder which are made for fair market valueof Non-Material Property and the Ballpark; provided that (h) Permitted Liens; (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction Restricted Payments permitted by clauses Section 7.07; (aj) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year transactions permitted by Section 7.08; and (iik) no dispositions of accounts or notes receivable shall be investments permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderby Section 7.14.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assignSell, lease, conveylicense, transfer or otherwise dispose of (whether in one any asset or a series of transactions) any property (including accounts and notes receivableinterest therein, with or without recourse) or enter into any agreement except that this Section 4.11 shall not apply to do any of the foregoing, except: (a) dispositions any disposition of inventory, any asset or used, worn-out or surplus property, all any interest therein in the ordinary course of business; , (b) the sale any disposition of any obsolete or retired property to the extent that such property is exchanged for credit against the purchase price of other propertynot used or useful in its business, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions any disposition of property by the Company any asset or any Subsidiary interest therein to the Company Borrower or any a Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to that is a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); Guarantor, (d) dispositions any transaction to which any of Permitted Receivables pursuant the other provisions of this Agreement (other than Section 4.15) is by its express terms inapplicable, and (e) any other disposition, so long as no Default shall have occurred and be continuing immediately prior or after giving effect to Permitted Receivables Purchase Facilities; such disposition and (i) such disposition is a sale to any Person for cash in an amount not less than the fair market value of the assets sold net of the liabilities assumed, as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and (A) the Cash Flow Percentage attributable to such assets (including the portion of assets exchanged, as provided that in clause (ii) below, to which the aggregate net uncollected -------- balances cash component, if any, of any such exchange is attributable), together with the Cash Flow Percentage of all Permitted Receivables so other assets sold by the Company Borrower and its Subsidiaries pursuant to this clause (i), or exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, within the prior four fiscal quarters of the Borrower, does not exceed 15% and (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior sales, at any the time of each such sale) of all assets sold by the Borrower and its Subsidiaries pursuant to this clause (i), and exchanged by the Borrower and its Subsidiaries pursuant to clause (ii) below, since the Agreement Date does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the fifth Business Day preceding the date of determination shall not exceed 5% of Consolidated Total Assets measured as any such disposition wherein the sale price is greater than $5,000,000, a certificate of the last day president or chief financial officer of the fiscal quarter Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately preceding before and after giving effect to such date;disposition and (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition, or (eii) such disposition is an exchange, with any Person, of assets exchanged by the Borrower or applicable Subsidiary comprising one or more newspaper publishing properties or the stock of a Person owning such property or properties for assets comprising one or more other newspaper publishing properties of a similar nature and of equal or greater value, as determined in the good faith judgment of the Board of Directors of the Borrower or the applicable Subsidiary, and (A) the lease or sublease of property Cash Flow Percentage attributable to such assets exchanged by the Company Borrower or any Subsidiary applicable Subsidiary, together with the Cash Flow Percentage attributable to all other Persons in assets exchanged by the ordinary course of business; (f) the sale of cash equivalents Borrower and other short term money market investments in the ordinary course of business its Subsidiaries pursuant to this clause (ii), or sold by the Company's usual Borrower and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that its Subsidiaries pursuant to clause (i) above, within the aggregate prior four fiscal quarters of the Borrower, does not exceed 15%, (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the time of each such exchange) attributable to all other assets exchanged by the Borrower and its Subsidiaries pursuant to this clause (ii), and exchanged by the Borrower and its Subsidiaries pursuant to clause (i) above, since the Agreement Date, does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the fifth Business Day preceding the date of any such exchange wherein the fair market value of the assets received in exchange is greater than $5,000,000, a certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to such disposition, (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition and (3) he value of the assets so sold -------- received by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall Borrower or applicable Subsidiary in such exchange is not in any fiscal year exceed 20% of Consolidated Total Assets measured as less than the fair market value of the last day of assets disposed by the immediately preceding fiscal year and (ii) no dispositions of accounts Borrower or notes receivable shall be permitted under this subsection (g) unless such Subsidiary in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderexchange.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Sell or otherwise dispose of any assets (whether in one or a series including, without limitation, the capital stock of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any Subsidiary of the foregoing, except: Borrowers) except for (ai) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; , (bii) sales of scrap and obsolete Inventory in the sale ordinary course of property to business, (iii) sales or other dispositions of the extent that such property is exchanged for credit against surplus real estate assets of the purchase price Borrowers and the Foreign Subsidiaries set forth on Schedule 6.11, (iv) sales or other dispositions of other propertysurplus assets of the Borrowers set forth on Schedule 6.11(a), (v) sales or the proceeds of such sale are reasonably promptly applied to the purchase price other dispositions of other property; (c) dispositions of property by surplus assets no longer used in the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable Borrowers’ business requirements or dispositions to a Joint Venture in operations for which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination total consideration shall not exceed 5% $25,000,000 in the aggregate during any period of Consolidated Total Assets measured twelve (12) consecutive months, (vi) sales of accounts receivable by Non-Debtor Foreign Subsidiaries pursuant to Factoring Arrangements and receivables securitizations so long as on any date the sum of (without duplication) (x) the aggregate amount (without duplication) of (A) available commitments in effect on such date under Factoring Arrangements and receivables securitizations and (B) Accounts that have been disposed of pursuant to Factoring Arrangements and receivables securitizations and that are outstanding as of the last day of the fiscal quarter immediately preceding calendar month most recently ended on or prior to such date; date and (ey) Indebtedness of Non-Debtor Foreign Subsidiaries incurred pursuant to Section 6.03(vii) shall not exceed $435,000,000, (vii) transfers of accounts receivable and related rights by F-M Canada to any Borrower, (viii) transfers of assets by any Borrower or any of its Domestic Subsidiaries to any Affiliate of the Borrowers incorporated or organized under the laws of a jurisdiction outside of the United States for total consideration not to exceed $28,000,000 in the aggregate during the term of this Agreement, (ix) sales or other dispositions not permitted by any of the foregoing or succeeding clauses for total consideration not to exceed $75,000,000 in the aggregate during the term of this Agreement, (x) involuntary dispositions on account of the loss of or damage to assets resulting in payments of insurance proceeds or involuntary dispositions arising from the taking by condemnation or eminent domain of assets resulting in awards of compensation, (xi) the lease dissolution of Federal-Mogul Limited, a Cayman Islands company, and Productos de Frenos Automotrices de Calidad S.A. de C.V., a Mexican company, each of which is a dormant Subsidiary, (xii) the disposition of assets pursuant to a Permitted Dissolution, (xiii) transactions constituting the China Restructuring, the European Tax Restructuring, the Mexican Restructuring, the Intercompany Loan Notes Restructuring, the Italy Restructuring or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; Asian Investment, (fxiv) the sale of cash equivalents the business and other short term money market investments in assets of Eurofriction as contemplated by Section 23 of the ordinary course U.K. Settlement Agreement or as part of business the Eurofriction Investment, (xv) the sale of assets pursuant to the Company's usual and customary cash management policies and procedures; and Xxxxxx Brake Fluid Divestiture, (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (ixvi) the aggregate value of all assets so sold -------- sale or other disposition by the Company Parent or any of its Subsidiaries of in-plant maintenance, repair and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year operations and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless perishable tooling operations to third parties in connection with the sale of all or substantially all of a business unit, division or Subsidiary outsourcing of such operations for aggregate consideration not to exceed $10,000,000, and (xvii) the sale or other disposition of assets by (a) a Borrower and such sale is otherwise permitted hereunderto another Borrower, (b) a Non-Debtor Foreign Subsidiary to another Non-Debtor Foreign Subsidiary or (c) a U.K. Subsidiary to another U.K. Subsidiary.

Disposition of Assets. The Company shall notSell, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of (whether any --------------------- of, or permit any Subsidiary to sell, lease or otherwise dispose of any of, its Properties, including any disposition of Property as part of a sale and leaseback transaction, to or in one or a series favor of transactions) any property (including accounts and notes receivablePerson, with or without recourse) or enter into any agreement to do any of the foregoing, exceptexcept for: (ai) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; (ii) transfers of Property by a Borrower or a Subsidiary to a Borrower or a Domestic Subsidiary that is also a Guarantor; (iii) transfers of Property by a Foreign Subsidiary to another Foreign Subsidiary whose Securities are subject to a Pledge Agreement; (iv) dispositions of investments described in paragraphs (v), (vi), (vii) and (viii) of the definition of the term "Restricted Investments"; (v) sales, leases or other dispositions of Equipment or other fixed assets with a fair market value of up to $750,000 in the aggregate in any one calendar year, that are substantially worn, damaged or obsolete and that are replaced with Equipment or other fixed assets of like kind, function and value; provided, that (i) until so -------- replaced, the proceeds of each such disposition shall be applied against the Revolving Credit Loans (but shall not permanently reduce the Revolving Loan Commitments), (ii) a Rebuild Reserve shall be established in the amount thereof, until such time as such amounts are to be used by Borrowers to replace the Property sold, (iii) the replacement Property shall be acquired within 180 days after the disposition of the Property to be replaced and (iv) the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens; and provided further, that any such -------- ------- amount that it is not timely used to purchase replacement Property as provided herein shall be applied to the Obligations as provided in the second sentence of subsection 3.3.1; (vi) sales, leases and other dispositions of Property with a fair market value of up to $750,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction and (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale thereof are reasonably promptly applied to the purchase price of other propertyObligations in accordance with subsection 3.3.1; (vii) sales, leases and other dispositions of Property with a fair market value of greater than $750,000 in the aggregate in any one calendar year, but less than or equal to $3,000,000 in the aggregate in any one calendar year, so long as (a) no Default or Event of Default is then in existence or would result from such transaction, (b) the proceeds thereof are applied to the Obligations in accordance with subsection 3.3.1 and (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as each of the last day of the fiscal quarter immediately preceding Agent and Tranche B Agent has consented in writing to such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedurestransaction; and (gviii) sales, leases and other dispositions not otherwise permitted hereunder which are made for of Property with a fair market value; provided that (i) value in excess of $3,000,000 in the aggregate value of all assets in any one calendar year, so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses long as (a) through no Default or Event of Default is then in existence or would result from such transaction, (f)), shall not b) the proceeds thereof are applied to the Obligations in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year accordance with subsection 3.3.1 and (iic) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless each Lender has consented in connection with the sale of all or substantially all of a business unit, division or Subsidiary of writing to such Borrower and such sale is otherwise permitted hereundertransaction.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assignSell, lease, conveylicense, transfer or otherwise dispose (which shall include, for purposes of this Section 4.08, any redesignation of any Restricted Subsidiary as an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein) of any asset (whether in one which shall include, but not be limited to, for purposes of this Agreement, any Capital Securities or a series of transactions) any property (including accounts and notes receivable, with or without recourseother ownership interests) or enter into any agreement interest therein, except that this Section 4.08 shall not apply to do any of the foregoing, except: (a) dispositions any disposition of inventory, or used, worn-out or surplus property, all property in the ordinary course of business; , (b) the sale any disposition of any obsolete or retired property to the extent that such property is exchanged for credit against the purchase price of other propertynot used or required in its business, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions any disposition of property by the Company any asset or any interest therein by a Restricted Subsidiary to the Company Borrower or any a Restricted Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements disposition of any asset or dispositions any interest therein by the Borrower to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); Restricted Subsidiary, (d) dispositions any sale or assignment of Permitted Receivables pursuant delinquent accounts receivable or other trade receivables (or notes evidencing such receivables) to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease a collection agency or sublease of property by the Company or any Subsidiary to other Persons similar service in the ordinary course of business; , (e) any transaction to which any of the other provisions of this Agreement (other than Section 4.10) is by its express terms inapplicable and (f) any other disposition (including any such redesignation), so long as no Default shall have occurred and be continuing immediately prior to or after giving effect to such disposition and (i) such disposition is a sale to any Person for cash or other marketable consideration (which shall include the sale cash portion of cash equivalents and other short term money an exchange of assets by the Borrower or a Restricted Subsidiary pursuant to clause (ii) below) in an amount not less than the fair market investments value of the assets sold net of the liabilities assumed, as determined in the ordinary course good faith judgment of business the Board of Directors of the Borrower or the applicable Restricted Subsidiary, and (A) unless the Required Agents shall have otherwise consented in writing, the percentage equal to the sum of (1) the Cash Flow Percentage attributable to such assets (or, in the case of any such redesignation, such Restricted Subsidiary), (2) plus the Cash Flow Percentage (determined, with respect to prior sales or redesignation of Restricted Subsidiaries, at the time of each such sale or redesignation) attributable to all other assets sold (and Restricted Subsidiaries so redesignated) by the Borrower and its Restricted Subsidiaries pursuant to this clause (i) within the prior twelve calendar month period (or, if shorter, the period from the Closing Date), (3) plus (without duplication), with respect to all Cash Portion Exchanges by the Borrower and the Restricted Subsidiaries within the prior twelve calendar month period (or, if shorter, the period from the Closing Date), the aggregate of the Net Cash Flow Percentages with respect to such Cash Portion Exchanges, (4) minus the Cash Flow Percentage attributable to any Unrestricted Subsidiary (that had formerly been a Restricted Subsidiary) redesignated as a Restricted Subsidiary pursuant to the Company's usual and customary cash management policies and procedures; definition of "Restricted Subsidiary" herein within the prior twelve calendar month period (or, if shorter, the period from the Closing Date) (such subtracted Cash Flow Percentage to be determined as of the date of such redesignation after giving effect thereto), does not exceed 25%, and (gB) dispositions not otherwise permitted hereunder which are made for fair market value; provided that the percentage equal to the sum of (1) the Cash Flow Percentage attributable to such assets (or, in the case of any such redesignation, such Restricted Subsidiary), (2) plus the Cash Flow Percentage (determined, with respect to prior sales or redesignation of Restricted Subsidiaries, at the time of each such sale or redesignation) attributable to all other assets sold (and Restricted Subsidiaries so redesignated) by the Borrower and its Restricted Subsidiaries pursuant to this clause (i) since the Closing Date, (3) plus (without duplication), with respect to all Cash Portion Exchanges by the Borrower and the Restricted Subsidiaries since the Closing Date, the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together Net Cash Flow Percentages with respect to such Cash Portion Exchanges, (but excluding 4) minus the Cash Flow Percentage attributable to any transaction permitted by clauses Unrestricted Subsidiary (athat had formerly been a Restricted Subsidiary) through redesignated as a Restricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein since the Closing Date (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured such subtracted Cash Flow Percentage to be determined as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary date of such Borrower and such sale is otherwise permitted hereunder.redesignation after giving effect thereto), does not exceed 50%, or

Disposition of Assets. The Company shall Borrowers will not, and shall will not --------------------- suffer or permit any of its their Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: other than (a) dispositions the disposition of inventory, or used, worn-out or surplus property, all assets in the ordinary course of business; , consistent with past practices (including, without limitation, the disposition of equipment which a Borrower or such Subsidiary replaces with similar equipment within ninety (90) days of such disposition); (b) the sale disposition of property the assets of Flextronics Sweden to Ericsson pursuant to Section M.1 of the Ericsson General Purchase Agreement (provided, however, such a disposition shall constitute an Event of Default hereunder); (c) the disposition of assets set forth on Schedule 10.5.2; and (d) other dispositions of assets to any Person in an arms-length transaction for fair and reasonable value in an aggregate amount not to exceed $10,000,000 during any fiscal year; provided, that, prior to making any dispositions set forth in this Section 10.5.2(c), the Company shall have delivered to the extent Agent on the date of any such sale or disposition a certificate signed by an authorized officer of the Company and evidence satisfactory to the Agent showing that such property no Default or Event of Default has occurred and is exchanged for credit against continuing at the purchase price of other property, or the proceeds time of such sale are reasonably promptly applied or disposition and no such Default or Event of Default will exist after giving effect to such sale or disposition. Notwithstanding anything to the purchase price contrary contained in this Section 10.5.2, (a) the Borrowers and their Subsidiaries shall not be permitted to dispose of any assets or take (or omit to take) any action in connection with any Asset Sale or other property; disposition or engage in any other transaction which action (cor omission) dispositions of property would require any repayment, repurchase or redemption (or any mandatory offer to repay, repurchase or redeem) by the Company or any Subsidiary to of its Subsidiaries of the Company Subordinated Notes or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business Subordinated Debt pursuant to the Company's usual Subordinated Indenture or similar agreement prior to the repayment in full in cash of all the Obligations and customary cash management policies and proceduresthe termination of the Total Commitment to zero, or would violate the provisions of the Subordinated Indenture or similar agreement; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (ib) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), Borrowers shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts directly or notes receivable shall be permitted under this subsection (g) unless in connection with the sale indirectly sell or otherwise dispose of all or substantially all of their assets; and (c) except as expressly permitted in this Section 10.5.2, neither the Borrowers nor their Subsidiaries shall sell or otherwise dispose of any capital stock of any Person which is either a business unit, division Borrower or Subsidiary a Guarantor or is an entity the capital stock of which is pledged under the Loan Documents by such Borrower or any Guarantor, except for transfers to a Borrower or another Guarantor (with each such transfer to a Borrower or another Guarantor to be subject to the Agent's security interest therein for the benefit of the Agent and such sale is otherwise permitted hereunderthe Banks).

Disposition of Assets. The Company Borrower shall not, and shall not --------------------- suffer or permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectlyconvey, sell, assign, lease, conveysublease, transfer or otherwise dispose of (whether in one or a series of transactions) any property assets (including accounts and notes receivablewithout limitation, with capital stock of or without recourseother equity interests in any Subsidiary or other Person) or enter into any agreement to do any of the foregoing, exceptexcept for: (a) dispositions sales of inventory, or used, worn-out or surplus property, all inventory in the ordinary course of business; (b) the sale sale, lease, sublease, transfer or other disposition of property to machinery and equipment no longer used or useful in the extent that such property is exchanged for credit against the purchase price conduct of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertybusiness; (c) dispositions the sale, lease, sublease, transfer or other disposition of property by the Company or any Subsidiary assets to the Company Borrower or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Wholly-Owned Restricted Subsidiary that is making or has made an Investment permitted by subsection 8.4(f)a Guarantor; (d) dispositions the sale of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as assets of the last day SBQ Division (Memphis/Cleveland) to the extent permitted under the express terms of the fiscal quarter immediately preceding such dateCollateral Agency Agreement; (e) the lease or sublease transfers of property by the Company or any Subsidiary to other Persons in the ordinary course of businessassets made as consideration for Permitted Investments; (f) the sale transfer by Cumberland Recyclers, LLC to BSE of cash equivalents the assets known as the "mega shredder" so long as: (i) the Borrower shall have given the Collateral Agent and other short term money market investments in the ordinary course Agent at least 60-days' prior written notice of business pursuant such transfer; (ii) no Default or Event of Default exists at the time of such transfer; (iii) such transfer is made subject to the Company's usual Lien of the Collateral Agent in such assets; and customary cash management policies (iv) all actions required under the Security Agreement to maintain the validity, perfection, enforceability and procedurespriority and rank of such Lien in connection with such transfer are taken; and (g) other sales and dispositions of Property of the Borrower or any Restricted Subsidiary, so long as the Fair Market Value of such Property does not otherwise permitted hereunder which are made for fair market value; provided that (i) exceed $10,000,000 in the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in during any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day Borrower. The Borrower shall, and shall cause each Restricted Subsidiary that owns any Collateral to, pay over to the Collateral Agent all Net Proceeds received by the Borrower or such Restricted Subsidiary upon any Disposition for application and distribution in accordance with the terms of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderCollateral Agency Agreement.

Disposition of Assets. The Company Borrower shall not, and shall not --------------------- suffer or permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Banks, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any property (including accounts and notes receivablehereafter acquired), with or without recourse) or enter into any agreement to do any of the foregoing, except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or usedsupplemented from time to time, worn-out (d) disposition by the Borrower of all or surplus propertyany portion of its transmission assets in one or more RTO Transactions, all (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition by Avista Energy, Inc. of its assets in the ordinary course of business; its trading operations, (bg) the sale disposition of property to the extent that such property is exchanged for credit against the purchase price of receivables and related properties or interests therein, (h) other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment assets (not otherwise permitted by subsection 8.4(f); clauses (da)-(g) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (ethis Section) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments made in the ordinary course of business pursuant to not exceeding in any fiscal year 5% of the Company's usual assets of the Borrower and customary cash management policies its Subsidiaries as of the end of the prior fiscal year, computed and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that consolidated in accordance with GAAP consistently applied, and (i) the aggregate value other dispositions of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction not otherwise permitted by clauses (aa)-(h) through (f)), shall of this Section) not exceeding in any fiscal year exceed 2010% of Consolidated Total Assets measured the assets of the Borrower and its Subsidiaries as of the last day end of the immediately preceding prior fiscal year year, computed and (ii) no dispositions of accounts or notes receivable consolidated in accordance with GAAP consistently applied; provided, however, that notwithstanding anything in this Section 6.04 to the contrary, this Section 6.04 shall not be permitted under this subsection (g) unless in connection with deemed to prohibit any disposition by a Significant Subsidiary if, after giving effect to the sale of all or substantially all of a business unit, division or Subsidiary consummation of such Borrower and transaction, such sale is otherwise permitted hereunderSignificant Subsidiary shall have or be deemed to have a ratio of total long-term Indebtedness to total stockholders' equity equal to or less than 1.5 to 1.0.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, Not sell, assign, lease, conveyassign, transfer or otherwise dispose of (whether in one any asset or a series of transactions) any property (including accounts and notes receivableinterest therein, with or without recourse) or enter into any agreement except that this Section 6.14 shall not apply to do any of the foregoing, except: (a) dispositions any disposition of inventory, any asset or used, worn-out or surplus property, all any interest therein in the ordinary course of business; , (b) the sale any disposition of obsolete or retired property to the extent that such property is exchanged for credit against the purchase price of other propertynot used or useful in its business, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions any disposition of property any asset or interest therein (i) for cash or cash equivalents or (ii) in exchange for utility plant, equipment or other utility assets, other than notes or other obligations, in each case equal to the fair market value (as determined in good faith by the Company Board of Directors of the Borrower) of such asset or any Subsidiary to interest therein, and provided that such disposition does not constitute a disposition of all or substantially all of the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which assets of the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); Borrower, (d) dispositions any disposition of Permitted Receivables pursuant an asset or any interest therein (exclusive of any disposition permitted by clause (e)) in exchange for notes or other obligations substantially equal to Permitted Receivables Purchase Facilities; the fair market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate net uncollected -------- balances amount of all Permitted Receivables so sold by notes or other obligations received after the Company and its Subsidiaries together at date hereof from any date one obligor in one transaction or a series of determination transactions shall not exceed 515% of Consolidated Total Assets measured as the net book value of the last day assets of the fiscal quarter immediately preceding such date; Borrower, (e) any disposition of accounts receivable, notes receivable or unbilled revenue, the lease or sublease rights related to any of the foregoing and property by related to any of the Company or any Subsidiary to other Persons foregoing in the ordinary course of business; connection with Qualified Receivables Transactions and (f) any other disposition of an asset or interest therein (exclusive of any disposition permitted under any of the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by foregoing clauses (a) through (fe))) to an Affiliate of the Borrower in exchange for notes or other obligations substantially equal to the fair market value (as determined in good faith by the Board of Directors of the Borrower) of such asset or interest therein, provided that the aggregate amount of notes or other obligations received by the Borrower from Affiliates of the Borrower in exchange for any asset or interest therein after the date hereof shall not in any fiscal year exceed 207.5% of Consolidated Total Assets measured as the net book value of the last day assets of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderBorrower.

Disposition of Assets. The Company Borrower shall not, and nor shall not --------------------- it suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) to any other Person (including without limitation the Borrower or any of its Subsidiaries) or enter into any agreement to do any of the foregoing, except:except for the following ("Permitted Dispositions"): (a) dispositions of inventory, or used, worn-out or surplus propertyequipment, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary Foreign Permitted Receivables pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Permitted Foreign Receivables Purchase Facilities; (d) dispositions the contribution of Permitted Receivables pursuant property to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured a Joint Venture as part of the last day of purchase thereof to the fiscal quarter immediately preceding such date;extent permitted under SECTION 5.8(v); and (e) the lease or sublease divestiture of property a business unit by the Company or any Subsidiary to other Persons in the ordinary course of business; Borrower (fa "Divestiture") the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that so long as (i) no event of Default is in existence at the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as time of the last day Divestiture or would be caused thereby; PROVIDED THAT for purposes of determining compliance with the financial covenants contained in Section 5 of this Agreement, the calculation of EBITDA shall exclude the EBIT of the immediately preceding fiscal year business unit being divested and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection the Borrower has provided to the Lender consolidated PRO FORMA financial statements, in form and substance satisfactory to the Lender in its sole discretion, for the twelve (g12) unless in connection month period commencing with the sale date of all or substantially all the Divestiture, which demonstrate in the opinion of a business unitthe Lender in its sole discretion that, division or Subsidiary of after giving effect to such Divestiture, the Borrower and such sale is otherwise permitted hereunderwill continue to be in compliance with the covenants set forth in the Loan Documents.

Disposition of Assets. The Company shall notSell or otherwise dispose of any assets (including, and shall not --------------------- suffer without limitation, the capital stock of any Subsidiary), or permit any of its their Subsidiaries tothat are not Guarantors so to do, directly except for: (i) sales or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventoryassets (not including (A) aircraft, engines, spare engines or usedspare parts or (B) Slots, worn-out Foreign Slots, Routes, Supporting Route Facilities or surplus propertyGate Leaseholds, all the disposition of which assets referred to in this clause (B) shall be in accordance with clause (xi) of this Section) in the ordinary course of business; ; (bii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (including, without limitation, aircraft, engines, spare engines and spare parts, but excluding Slots, Foreign Slots, Routes, Supporting Route Facilities and Gate Leaseholds) no longer used in the business of the Borrower and the Guarantors; (iii) sales or dispositions of assets among the Borrower and the Guarantors; (iv) sales or dispositions of assets set forth on Schedule 6.11 hereto; (v) sales or dispositions in arm's length transactions, at fair market value and for cash in an aggregate amount not to exceed $5,000,000; (vi) abandonment and licensing (or sublicensing) of intellectual property Collateral provided, that such abandonment and licensing (or sublicensing) is (A) consistent with past practices and (B) with respect to intellectual property that is not material to the business of the Borrower and the Guarantors; (vii) dispositions of assets located outside of the United States in an amount not to exceed $2,000,000; (viii) termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto; (ix) the sale or discount of property accounts receivable to a collection agency in connection with collections of delinquent receivables; (x) sales and dispositions of equipment, to the extent that (A) such property is exchanged for credit against the purchase price of other property, similar replacement property or (B) the proceeds of such sale or disposition are reasonably promptly applied to the purchase price of other such replacement property; , provided, that any sale or disposition of Mortgaged Collateral or Tranche C Priority Collateral shall only be in accordance with terms of the Aircraft Mortgage or the Tranche C Aircraft Mortgage or Section 6.11(xxiii), as the case may be; (cxi) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day Loan Documents; (xii) (A) sales, exchanges and swaps of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents engines and other short term money market investments spare parts in the ordinary course of business and consistent with past practice and to the extent permitted by the Loan Documents and (B) swaps of engines and spare engines constituting Collateral with Section 1110 Total Asset financiers, provided that the Borrower shall receive a replacement engine, free and clear of any Liens and encumbrances, in connection with each such swap, which replacement engine shall have a value equal to or greater than the disposed-of engine or spare engine (as reasonably determined by the Appraisers) and which replacement engine shall be reasonably satisfactory to the Agents (in connection with dispositions of engines or spare engines constituting Tranches A and B Collateral) or the Tranche C Collateral Agent (in connection with dispositions of Tranche C Collateral); (xiii) sales and dispositions of Section 1110 Assets; (xiv) the sale or other disposition by the Borrower of (A) 100% of the ownership interests which it holds in Hotwire, Inc. for net cash proceeds of no less than $80,000,000 and (B) the sale or other disposition by the Borrower of a portion of the ownership interests which it holds in Orbitz in a public offering of the common stock of Orbitz for cash proceeds of no less than $26,000,000, provided, that 100% of the Net Proceeds of each disposition permitted by this clause 6.11(xiv) shall be applied as a prepayment of the Loans in accordance with Section 2.13(e); (xv) the assignment of local supply agreements, bulk supply agreements and third-party sale agreements, the sublease of infrastructure agreements and the transfer of historical pipeline capacity contemplated under the Jet Fuel Supply Agreement; (xvi) from and after the effective date of the Eighth Amendment, the sale or other disposition by the Borrower of ownership interests which it holds in Orbitz in addition to the sales or other dispositions permitted pursuant to Section 6.11(xiv)(B); (xvii) from and after the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) effective date of the aggregate value of all assets so sold -------- Eighth Amendment, the sale or other disposition by the Company Borrower of ownership interests which it holds directly or indirectly, beneficially or of record, in XxXxxxxx.xxx, Inc., MyPoints Offline Services, Inc., Cybergold, Inc. and its Subsidiariesxxxxxxx.xxx, together Inc., provided, that at the time of any such sale or other disposition: (but excluding any transaction permitted by clauses A) if the ratio of EBITDAR (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of for the twelve month period ended on the last day of the month immediately preceding fiscal year the month in which such sale or other disposition is consummated) to the sum of (I) gross interest expense for such period less gross interest income for such period plus (II) aircraft rent expense is equal to or greater than 1.0:1.0, then none of the proceeds of such sales or dispositions permitted by this clause 6.11(xvii) shall be required to be applied as a prepayment of the Loans; and (iiB) no if the ratio of EBITDAR (for the twelve month period ended on the last day of the month immediately preceding the month in which such sale or other disposition is consummated) to the sum of (I) gross interest expense for such period less gross interest income for such period plus (II) aircraft rent expense is less than 1.0:1.0, then 75% of the Net Proceeds of such sales or dispositions of accounts or notes receivable permitted by this clause 6.11(xvii) shall be permitted under this subsection applied as a prepayment of the Loans in accordance with Section 2.13(e); (gxviii) unless the sale or other disposition by the Borrower and United Aviation Fuels Corporation of their unsecured claims in the bankruptcy of Air Canada Inc.; (xix) the sale or other disposition by the Borrower and United Aviation Fuels Corporation of 100% of the securities issued by ACE Aviation Holdings Inc. which the Borrower and United Aviation Fuels Corporation may acquire in accordance with Section 6.10(xvii); (xx) from and after the effectiveness of the Twelfth Amendment, the termination, rejection, surrender, return, abandonment, assignment, license, sublicense, lease or sublease of (A) Miscellaneous Airport Leases, (B) Supporting Route Facilities for Routes other than the Primary Routes and (C) with the prior written consent of the Collateral Agent and the Tranche C Collateral Agent, Supporting Route Facilities for Primary Routes, in each case which in the reasonable business judgment of the Borrower is taken in connection with the Debtors' cost reduction efforts; (xxi) (A) from and after the effectiveness of the Twelfth Amendment the sale or disposition (including by assignment, license, sublicense, lease or sublease) of up to five (5) domestic Gates and Supporting Route Facilities used for Primary Routes in the aggregate, and (B) from and after the date of delivery of the study associated with a resource optimization project and any supplements thereto (which study and all supplements shall be in form and substance reasonably satisfactory to the Agents and the Tranche C Agent), the sale or substantially all disposition (including by assignment, license, sublicense, lease or sublease) of domestic Gates and Supporting Route Facilities used for Primary Routes in accordance with the conclusions set forth in such report; and (xxii) sales or dispositions of Acquired 1110 Asset or Acquired Aircraft Asset in connection with a Permitted Aircraft Financing; and (xxiii) from and after the effective date of the Thirteenth Amendment, the sale or other disposition of (A) certain spare parts to maintenance providers at fair market value in an amount not to exceed $70,000,000 in the aggregate in connection with an outsourcing of certain of the Borrower's engine and airframe maintenance programs, (B) certain fuel equipment and related fuel assets at fair market value and for cash in an aggregate amount not to exceed $5,200,000 (less the value of any such assets located at Chicago X'Xxxx International Airport sold prior to the effectiveness of the Thirteenth Amendment) disposed in the aggregate in connection with an outsourcing of the Borrower's fueling operations and (C) other assets at fair market value and for cash in connection with contracting for maintenance and other services with third parties in an amount not to exceed $10,000,000 in the aggregate. Nature of Business. Enter into any business unit, division or Subsidiary of such that is materially different from those conducted by the Borrower and such sale is otherwise permitted hereunderthe Guarantors on the Filing Date except as required by the Bankruptcy Code.

Disposition of Assets. The Company shall notNone of the U.S. Borrower and the Canadian Borrower will, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly Dispose of any of such Borrower's or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property such Subsidiaries' assets (including accounts receivable and notes receivable, with Equity Interests of Subsidiaries) to any Person in one transaction or without recourse) or enter into any agreement to do any series of transactions unless such Disposition is one of the foregoing, exceptfollowing: (ai) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of businessan Excluded Disposition; (bii) an Other Permitted Disposition (A) for fair market value (as reasonably determined by the board of directors of the U.S. Borrower) and, except for any Other Permitted Disposition of the type described in clause (a) of the definition thereof, the consideration received consists of no less than 75% in cash and (B) the sale Net Proceeds of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale which are reasonably promptly applied to the purchase price of other property;as set forth in Section 2.8(a)(ii); or (ciii) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); Disposition (dA) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that , (iB) the aggregate value Net Proceeds received from such Disposition, together with the Net Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, does not exceed (individually or in the aggregate) $150,000,000 (excluding any Dispositions of property that such Borrower or such Subsidiary acquired pursuant to a Permitted Acquisition so sold -------- long as such Disposition was consummated within 180 days of such Permitted Acquisition or for which a definitive contract has been entered into for the Disposition of such property within 180 day of such Permitted Acquisition) and (C) the Net Proceeds of which are applied as set forth in Section 2.8(a)(ii). For purposes of this Section 7.4, any Indebtedness or other liabilities (other than Contingent Liabilities and trade payables) associated with the assets subject to a Disposition that are irrevocably assumed by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% transferee of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable such assets shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderdeemed to constitute cash.

Disposition of Assets. The Company shall notNo Credit Party shall, and no Credit Party shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing), except: (a) dispositions of inventory, rental assets, or used, worn-out or surplus propertyequipment, all in the ordinary course Ordinary Course of businessBusiness; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market valuevalue and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided provided, that (i) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (ii) the aggregate fair market value of all assets so sold -------- (as determined in good faith by the Company board of directors or a similar governing body of Borrowers) by the Credit Parties and its their Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f))together, shall not exceed in any fiscal year exceed 20% of Consolidated Total Assets measured as $100,000 without the prior written consent of the last day Agent and (iii) no Default or Event of Default is continuing or would result therefrom; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business or not interfering with the business of the immediately preceding fiscal year Credit Parties or any of their Subsidiaries in any material respect; (e) transfers of property subject to casualty or condemnation proceeding (including in lieu thereof) upon receipt of the Net Proceeds therefore; provided, that the Net Proceeds thereof are applied in accordance with Section 1.8; (f) the abandonment of intellectual property rights in the Ordinary Course of Business which, in the reasonable good faith determination of the Borrowers, are no longer used or useful to the business of the Borrowers and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection their Subsidiaries; (g) unless sales, transfers and other dispositions of delinquent account receivables in the Ordinary Course of Business in connection with the sale of all collection thereof; (h) (x) transfers among the Credit Parties, (y) transfers among non-Credit Party Subsidiaries and (z) transfers from non-Credit Party Subsidiaries to Credit Parties; and (i) to the extent constituting sales, transfers or substantially all of dispositions (i) Investments to the extent permitted pursuant to Section 5.4, (ii) Restricted Payments to the extent permitted pursuant to Section 5.11, and (iii) such sale, transfer or disposition effected pursuant to a business unitmerger, division consolidation, liquidation or Subsidiary of such Borrower dissolution permitted pursuant to Section 5.3, in each case made in accordance with the terms and such sale is otherwise permitted hereunderconditions applicable thereto.

Disposition of Assets. The Except as provided in Section 10.6, the Company shall not, will not and shall will not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or collectively a series of transactions“Disposition”) any property (including accounts and notes receivableof its assets, with whether now owned or without recourse) or enter into hereafter acquired, unless after giving effect to any agreement to do any proposed Disposition, the aggregate net book value of all assets of the foregoingCompany and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, except2013 and ending on the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) dispositions of inventory, or used, worn-out or surplus property, all any Disposition in the ordinary course of business; (b) the sale of property Sale and Leaseback Transactions permitted by Section 10.4; and (c) any other Disposition for fair value to the extent that the Net Proceeds Amount of such property Disposition is exchanged for credit against applied within 360 days after the purchase price date thereof (i) to the acquisition of other property, or assets for use in the proceeds business of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of the Company or any Subsidiary or any Unrestricted Subsidiary pursuant (other than Indebtedness owed to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted a Subsidiary); provided, however, that, in respect of prepayments of unsubordinated Indebtedness, the Company shall offer to prepay the Notes pro rata with all other such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Notes to be calculated by subsection 8.4(f); multiplying (dA) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances principal amount of all Permitted Receivables unsubordinated Indebtedness to be so sold repaid by (B) a fraction, the numerator of which is the aggregate principal amount of Notes then outstanding and the denominator of which is the aggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) that may receive any portion of such prepayment. It is understood and agreed by the Company that any such proceeds paid and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as applied to the prepayment of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents Notes as hereinabove provided shall be offered and other short term money market investments in the ordinary course of business pursuant prepaid as and to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; extent provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunder.below:

Disposition of Assets. The Company shall notExcept as otherwise permitted in Section 8.03, the Borrower will not and shall will not --------------------- suffer or permit any of its Subsidiaries toSubsidiary to sell, directly or indirectly, selllease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series any of transactions) any property their respective assets (including accounts and notes receivable, with without limitation stock or without recourse) or enter into any agreement to do other Equity Interests in any of the foregoingSubsidiaries or any of the voting rights of any such stock or other Equity Interests); provided, excepthowever, that the following dispositions shall be permitted so long as the Borrower and the Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (a) dispositions of inventory, or used, worn-out or surplus property, all inventory in the ordinary course of businessbusiness of the Borrower and its Subsidiaries; (b) the sale of property sales, transfers and other dispositions to the extent Borrower or any wholly-owned Subsidiary that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertya Guarantor; (c) dispositions disposition of property by assets that are worn out, obsolete or no longer used or useful in the Company conduct of the business of the Borrower and the Subsidiaries, so long as such assets are replaced with assets of equal or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f);greater value; and (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as assets constituting business units or divisions of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company Borrower or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided extent that (i) the aggregate book value of all such assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall does not in any fiscal year exceed 2010% of Consolidated Total Assets measured as the fixed assets of the last day of Borrower and the immediately preceding fiscal year and Subsidiaries (which shall be calculated by reference to the most recent financial statements provided under Section 7.01 hereof) or (ii) no dispositions the aggregate EBITDA generated during the twelve-month period from such assets prior to such disposition does not exceed 10% of accounts or notes receivable shall be permitted under EBITDA for the prior twelve month period. Notwithstanding anything to the contrary contained in Section 8.03 of this subsection (g) unless in connection with the sale of all or substantially all of Agreement, a business unit, unit or division of the Borrower or any Subsidiary that is a Subsidiary but is not a Guarantor may be disposed of such Borrower and such sale is otherwise permitted hereunderunder the terms of this Section 8.09(d).

Disposition of Assets. The Company shall (A) Holdings will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of all or any part of its interest in any asset, except that Holdings and its Subsidiaries may sell, lease or otherwise dispose of assets so long as either (whether i) such sales are approved by the Lender; (ii) such sales are for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $500,000 in one any 12-month period and, in any such case, Holdings or a series such Subsidiary complies with the mandatory prepayment provisions herein and, in the case of transactionsCollateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (iii) any property (including accounts such sales are of inventory and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; ; (biv) such sales or other dispositions are (A) of equipment that has become worn out, obsolete or damaged or otherwise unsuitable or no longer needed for use in connection with the sale business of property to Holdings or any of its Subsidiaries or should be replaced, as the extent that case may be, in each case as determined in good faith by the board of directors of Holdings or its Subsidiary, as the case may be, (B) for at least the fair market value of such property is exchanged equipment, (C) not in excess of $100,000 individually or $250,000 per year in the aggregate for credit against the purchase price sales of other property, or such equipment and (D) the proceeds of the sales of such sale equipment are reasonably promptly applied used within 90 days of such sales to the (1) purchase price equipment used in substantially similar lines of other property; business or (c2) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary repay Indebtedness under this Credit Agreement pursuant to Sections 2.01 or 2.02; (v) such sales or other dispositions do not exceed $50,000 individually and are for at least the fair market value of such assets or as to such other dispositions, the likely amount of net sales proceeds that would be realized upon a sale of such assets is such that a sale of such assets is not, in the reasonable business requirements judgment of Holdings or dispositions the Borrower, economically practicable but such other disposition is otherwise of commercial value to a Joint Venture in which Holdings or the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase FacilitiesBorrower; provided that in no case shall sales pursuant to this clause (v) exceed an aggregate of $100,000 in any fiscal year, and in the aggregate net uncollected -------- balances case of all Permitted Receivables Collateral, so sold by long as the Company conditions to the release of Collateral described herein and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as in the applicable Security Documents are met; (vi) such sales consist of the last day licensing or sublicensing of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company Holdings' or any Subsidiary to other Persons of its Subsidiaries' Intellectual Property in the ordinary course of business; or (vii) such sales are of equity securities under any stock option or other benefit plan available to the employees or directors of Holdings or any of its Subsidiaries. The consideration received by Holdings and its Subsidiaries from each sale of assets permitted by subsections (i) and (ii) above, other than with respect to such sales involving consideration of not more than $100,000 in the aggregate in any fiscal year, shall be payable by the purchaser in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to and in accordance with the applicable Security Documents and shall constitute Collateral. (B) Upon compliance with the conditions in subsection (A) of this Section 6.10, the Release Conditions and the Partial Release Conditions (each as hereinafter defined), Holdings or its Subsidiaries shall be entitled to receive from the Lender an instrument in form and substance reasonably satisfactory to Holdings or such Subsidiary (each, a "Release"), releasing the Lien of the Mortgage with respect to all or any portion of a Mortgaged Real Property (each, a "Released Real Property"). Holdings or its Subsidiaries shall exercise their rights under this Section by delivering to the Lender a notice (each, a "Release Notice"), which shall refer to this Section, describe with particularity the proposed Released Real Property and be accompanied by (i) four counterparts of the Release fully executed and acknowledged by all necessary parties other than the Lender, (ii) executed counterparts of UCC termination statements necessary to terminate the Lien of the applicable Mortgage and (iii) an Officer's Certificate certifying that no Default or Event of Default shall have occurred and the parties executing any and all documents in connection with the Release (other than the Lender) were duly authorized to do so (collectively, the "Release Conditions"). In the event the proposed Released Property consists of less than all of the Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satisfied in order for the Borrower or its Subsidiaries to receive the Release. (C) The Lender's obligation to deliver a Release in respect of less than all of the Mortgaged Real Property subject to a single Mortgage shall be contingent upon the satisfaction of the conditions in subsection (A) of this Section 6.10 and the Release Conditions as well as the following conditions (collectively, the "Partial Release Conditions"): (i) following the sale, transfer or other disposition of and release of the Lien of the applicable Mortgage with respect to the proposed Released Real Property, the remaining Mortgaged Real Property shall have utility services and access to public roads, rail spurs and other transportation structures sufficient and necessary in the reasonable opinion of Holdings or the Borrower for the continued use of such Mortgaged Real Property in the manner utilized prior to the Release; (fii) following the sale, transfer or other disposition of the proposed Released Real Property, the remaining Mortgaged Real Property shall comply in all material respects with applicable laws, rules, regulations and ordinances relating to environmental protection, zoning, land use, configuration and building and workplace safety (except for such non-compliance which has been previously consented to by the Lender); (iii) following the sale, transfer or other disposition of the proposed Released Real Property, the value of the remaining Mortgaged Real Property shall not be less than the value of such remaining Mortgaged Real Property prior to the Release due to such sale, transfer or other disposition; (iv) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant Title Company shall be prepared to issue an endorsement to the CompanyLender's usual and customary cash management policies and procedurestitle insurance policy relating to the Mortgaged Real Property confirming that after the proposed release, the Lien of the applicable Mortgage continues unimpaired as a first priority Lien upon the remaining Mortgaged Real Property subject only to Prior Liens, those Liens permitted by the Mortgage or previously consented to by the Lender; (v) Holdings shall cause to have been delivered to the Lender a Survey reasonably acceptable to the Lender of the Mortgaged Real Property remaining after the proposed Released Real Property has been released; and (gvi) dispositions not otherwise permitted hereunder which are made for fair market value; provided Holdings or its Subsidiaries shall cause to have been delivered to the Lender an Officer's Certificate certifying that the conditions set forth in subsections (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f))v) have been satisfied. (D) The Lender shall execute, shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as acknowledge (if applicable) and deliver to the Borrower counterparts of the last day of the immediately preceding fiscal year documents described in subsections (B)(i) and (ii) no dispositions of accounts this Section 6.10 within 10 Business Days after receipt by the Lender of a Release Notice provided that the Release Conditions and the Partial Release Conditions (if applicable) have been satisfied. Holdings or notes receivable the Borrower shall be permitted under (i) execute, deliver, obtain and record such instruments as the Lender may require, including, without limitation, amendments to the Security Documents or this Agreement and, (ii) deliver to the Lender such evidence of the satisfaction of the Release Conditions and the Partial Release Conditions as the Lender may require and (iii) cause the Title Company to issue the endorsement referred to in subsection (gC)(iv) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderthis Section 6.

Disposition of Assets. The Company Borrower shall not, and shall not --------------------- suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory(i) Inventory in the ordinary course of business, or (ii) used, worn-out or surplus property, all Equipment in the ordinary course of businessbusiness in an amount not to exceed $250,000 in the aggregate during the term of this Agreement; (b) the sale sales of property equipment, in an amount not to exceed $250,000 in the aggregate during the term of this Agreement, to the extent that such property Equipment is exchanged for credit against the purchase price of other propertysimilar replacement Equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement Equipment; provided, that (i) Lender shall have a first priority perfected Lien on such replacement Equipment and (ii) any cash proceeds remaining after the purchase of such Replacement Equipment shall be applied as a repayment of the Obligations; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions Disposition not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such Disposition, (ii) the aggregate sales price from such disposition shall be paid in Qualified Proceeds, (iii) (x) the aggregate value of all assets so sold -------- by the Company Borrower and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f))together, shall not in exceed $100,000, or (y) such Disposition shall constitute a Disposition of a retail store location permitted under Section 7.18(b), and (iv) the cash portion of Net Proceeds relating to any fiscal year exceed 20% of Consolidated Total Assets measured as such Disposition promptly shall be used to make a prepayment of the last day Loans and the non-cash portion of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable any such Net Proceeds promptly shall be permitted under this subsection pledged to Lender to secure the Obligations pursuant to documentation reasonably acceptable to Lender; and (gd) unless subleases of real property and Equipment in connection with the sale ordinary course of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderto independent eye care professionals.

Disposition of Assets. The Company shall Subject at all times to the requirements of 3.2.2, the Borrower and the Guarantor will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: other than (a) dispositions the disposition of inventory, or used, worn-out or surplus property, all assets in the ordinary course of business; , consistent with past practices, (b) the sale or other disposition of property to the extent that such property is exchanged for credit against the purchase price of other propertyfurnishings, fixtures and equipment which have become worn out, obsolete or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company no longer used or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons useful in the ordinary course of business; , (fc) the disposition of assets of any Store, including but not limited to leasehold rights, fixtures and inventory, in connection with the closing of such Store or any decision not to open a Store in Montgomeryville, PA provided that the aggregate amount of such dispositions shall not exceed five percent (5%) of the consolidated assets of the Borrower, the Guarantor and their Subsidiaries after the Closing Date; (d) any sale of cash equivalents and or other short term money market investments disposition described on Schedule 9.5.2 hereof; (e) the licensing in the ordinary course of business pursuant to of intangible assets, including trade names, trademarks, service marks and copyrights, of the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; Borrower, provided that such licenses do not individually or in the aggregate materially impair the usefulness and value of any of such intangible asset(s) used or to be used in the business or operations of the Borrower as now conducted or as proposed to be conducted; and (if) the aggregate value disposition of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless constituting inventory in connection with the sale of all discontinuation or substantially all partial discontinuation of a product line, provided such inventory is disposed of in the ordinary course of the Borrower's business unitoperations provided that such disposition shall not exceed five percent (5%) of the consolidated inventory of the Borrower, division the Guarantor and their Subsidiaries. In the event of a disposition of inventory or Subsidiary other assets other than in the ordinary course of business, consistent with past practices, which disposition is permitted by this 9.5.2, the Agent shall release its security interest and liens on, as the case may be, such Borrower permitted disposed assets upon receipt and use by the Agent of the Net Proceeds from such sale is otherwise permitted hereunderdisposition to prepay the Loans in accordance with the provisions of 3.2.2, provided that after such release no Default or Event of Default shall exist.

Disposition of Assets. The Company Borrower shall not, and nor shall not --------------------- suffer or it permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose Dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, receivable with or without recourse) or enter into any agreement to do recourse and Capital Stock of any of the foregoingits Subsidiaries whether newly issued or otherwise), except: (a) dispositions (i) Dispositions of inventory, or used, worn-out or surplus property, all inventory and equipment in the ordinary course of businessbusiness and (ii) Dispositions of Cash Equivalents in the ordinary course of business to the extent the proceeds thereof are retained and invested in cash or other Cash Equivalents; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other property, similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions Dispositions of property Insurance Investments by the Company any Insurance Subsidiary (or any Subsidiary to of an Insurance Subsidiary) in the Company ordinary course of business in compliance with the policies and procedures approved by the board of directors or any the investment committee (or other applicable committee) of such Insurance Subsidiary (or any Unrestricted such Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made of an Investment permitted by subsection 8.4(fInsurance Subsidiary); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold Dispositions by the Company and its Subsidiaries together at Borrower to a Credit Party or by any date of determination shall not exceed 5% of Consolidated Total Assets measured as Subsidiary of the last day Borrower to a Credit Party or any Subsidiary of the fiscal quarter immediately preceding such dateBorrower; (e) the lease or sublease of property by the Company or any Subsidiary Dispositions pursuant to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments a Reinsurance Agreement entered into in the ordinary course of business pursuant for the purpose of managing insurance risk consistent with industry practice; (f) obsolete, surplus or worn out property disposed of by the Borrower or any of its Subsidiaries in the ordinary course of business and consistent with past practices of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and consistent with the past practices of the Borrower and its Subsidiaries and which do not materially interfere with the business of the Borrower and its Subsidiaries; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, or of any liquidation, winding up or dissolution of any of its Subsidiaries, in each case to the Company's usual and customary cash management policies and proceduresextent permitted by Section 7.07; and (gj) dispositions Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which are made shall be subject to the limitations in clause (e) above) not to exceed $5,000,000 in the aggregate during the term of this Agreement; provided that (x) such Dispositions shall be for fair market value; provided that , (y) on a Pro Forma Basis after giving effect to such Disposition, the Credit Parties and their Subsidiaries would be in compliance with all of the applicable covenants contained in the Loan Documents (including all financial and ratings covenants) and the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents. Notwithstanding the foregoing (i) if (A) no Default or Event of Default under any other Section of this Agreement has occurred and is continuing or would result from the aggregate value relevant Disposition and (B) the Guarantee from Holdings of all assets so sold -------- by the Company Obligations is in full force and its Subsidiarieseffect, together then the restrictions of this Section 7.03 will not apply and (but excluding ii) neither the Borrower nor any Subsidiary thereof shall Dispose of (whether in one or a series of transactions) (other than pursuant to any transaction permitted by clauses Section 7.07) any Capital Stock of (aA) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as Subsidiary of the last day Borrower that directly or indirectly owns any Capital Stock of the immediately preceding fiscal year and Montpelier Re, BCR or ILS or (iiB) no dispositions any Capital Stock of accounts Montpelier Re, BCR or notes receivable shall be permitted under this subsection (g) unless ILS, in connection with the sale of all each case, whether newly issued or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderotherwise.

Disposition of Assets. The Company shall not, and shall Consolidated Parties will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectlyconvey, sell, lease (as lessor), assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property assets (including accounts and notes receivable, with or without recourse) or enter into the Capital Stock of any agreement to do any Subsidiary of the foregoing, except: Company) other than (a) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; , (b) sales or other dispositions in the sale ordinary course of property business of assets or properties that are obsolete or that are no longer used or useful in the conduct of the business of the applicable Borrower or Subsidiary (not to exceed in the extent that such property is exchanged for credit against the purchase price aggregate in any fiscal year assets with a net book value of other property$2,500,000), or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions sales in 102 the ordinary course of property by business of assets or properties (other than Inventory) used in such Borrower's or Subsidiaries' business that are worn out or in need of replacement and that are replaced with assets of reasonably equivalent value or utility or which are otherwise productive or useful in the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); conduct of such Person's business, (d) (i) sales, leases, assignments, transfers and other dispositions among the U.S. Credit Parties, (ii) sales, leases, assignments, transfers and other dispositions among the Canadian Credit Parties, (iii) sales, leases, assignments, transfers and other dispositions among the Consolidated Parties (other than the Credit Parties), (iv) sales, leases, assignments, transfers and other dispositions from the Consolidated Parties (other than the Credit Parties) to the Credit Parties, (v) sales, leases, assignments, transfers and other dispositions from the U.S. Credit Parties to the Canadian Credit Parties not to exceed $5,000,000 (which $5,000,000 limitation shall include Investments made pursuant to clause (c)(i) of the definition of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; Investments and loans under Section 9.1(e)(iii)) (provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination foregoing limitation shall not exceed 5% restrict any sales, consignments and other transfers of Consolidated Total Assets measured as of Inventory from the last day of U.S. Credit Parties to the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons Canadian Credit Parties in the ordinary course of business; ), and (fvi) the sale of cash equivalents sales, leases, assignments, transfers and other short term money market investments dispositions from the Canadian Credit Parties to the U.S. Credit Parties not to exceed $15,000,000 (which $15,000,000 limitation shall include Investments made pursuant to clause (c)(ii) of the definition of Permitted Investments and loans under Section 9.1(e)(i)) (provided that the foregoing limitation shall not restrict any sales, consignments and other transfers of Inventory from the Canadian Credit Parties to the U.S. Credit Parties in the ordinary course of business pursuant business), (e) the sale of Investments under items (a) and (b) of the definition of Permitted Investments, (f) sales, leases, assignments, transfers and other dispositions of any Property located in Mexico by any Mexican Subsidiary, provided that the net consideration received by such Mexican Subsidiary (after payment of fees, expenses, costs and taxes related thereto) in connection with such disposition is distributed to the Company's usual , and customary cash management policies and procedures; and the Company shall promptly notify the Administrative Agent of any such disposition in excess of $2,500,000, (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- disposition by the Company of any Capital Stock of any Mexican Subsidiary so long as the net proceeds of such disposition (after payment of fees, expenses, costs and taxes related thereto) are paid to the Company, (h) the disposition by any U.S. Credit Party of its SubsidiariesProperty located in Mexico, together (but excluding any transaction permitted by clauses (a) through (f))provided that no U.S. Credit Party shall transfer or relocate its Property to Mexico after the Closing Date, shall not in any fiscal year, commencing with the fiscal year exceed 20% ending December 31, 2002, having a value in excess of Consolidated Total Assets measured as of $4,000,000 in the last day of aggregate for all such U.S. Credit Parties, plus the unused amount for the immediately preceding fiscal year (excluding any carry forward available from any prior fiscal year); (i) sales, licenses, assignments, transfers and other dispositions of Intellectual Property not constituting Material Intellectual Property (as such term is defined in the Security Agreement) in the ordinary course of business; and (iij) no sales, leases, assignments, transfers and other dispositions approved by the Required Lenders. To the extent the Required Lenders waive the provision of accounts this Section 9.5 with respect to the sale or notes receivable disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 9.5, such Collateral in each case shall be permitted under this subsection (g) unless sold or otherwise disposed of free and clear of the Liens created by the Security Documents and the applicable Agent shall take such actions as are appropriate in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereundertherewith.

Disposition of Assets. The Company No Borrower shall, nor shall not, and shall not it permit or --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus propertyequipment, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions of property by the Company real estate properties which are no longer useful in or any Subsidiary material to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable continued operation of such Person's business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)for fair market value; (d) dispositions of Permitted Receivables permitted pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company Sections 8.03(b) and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date8.03(c); (e) dispositions among the lease Company, the Subsidiary Borrowers and Material Subsidiaries which are not Subsidiary Borrowers and dispositions by Subsidiaries which are not Subsidiary Borrowers or sublease of property by Material Subsidiaries to the Company or any Company, the Subsidiary to other Persons in the ordinary course of businessBorrowers and Material Subsidiaries; (f) the sale dispositions by Subsidiaries to other Subsidiaries which are not Subsidiary Borrowers or Material Subsidiaries for fair market value, which dispositions do not involve property with a value in excess of cash equivalents and other short term money market investments $500,000 individually or $5,000,000 in the ordinary course aggregate over the term of business pursuant to the Company's usual and customary cash management policies and procedures; andthis Agreement; (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided provided, that (i) at the time of any disposition, no Event -------- of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate value of all assets so sold -------- by the Company Borrowers and its their Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f))together, shall not exceed in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and $5,000,000; and (iih) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunder.described more particularly on Schedule 8.02. -------------

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Sell or otherwise dispose of any assets (whether in one or a series including, without limitation, the capital stock of transactionsany Subsidiary) any property except for (including accounts and notes receivable, with or without recoursei) or enter into any agreement to do any of the foregoing, except: (a) dispositions sales of inventory, or used, worn-out or surplus property, all fixtures and equipment in the ordinary course of business; , (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (cii) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to consistent with past practice of other properties no longer used or useful in the Company's usual business of the Borrower and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; the Subsidiary Guarantors, provided that (i) all such dispositions shall be for Fair Market Value and provided further that the aggregate value Fair Market Value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not such other properties disposed of in any fiscal year shall not exceed 20% $5,000,000, (iii) exchanges of Consolidated Total Assets measured as of real property, fixtures and improvements for other real property, fixtures and improvements, provided (A) each such exchange is for Fair Market Value, (B) any consideration (other than real property, fixtures and improvements) received by the last day of Borrower and the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless Subsidiary Guarantors in connection with such exchanges is received by the sale Borrower and the Subsidiary Guarantors in cash, (iv) intercompany transactions among Subsidiary Guarantors that (x) are members of the same Significant Subsidiary Group or (y) are not members of any Significant Subsidiary Group, (v) dispositions from time to time in an aggregate amount not to exceed $5,000,000 of all or substantially any portion of the assets constituting any of the restaurants of Denny's Holdings and its Subsidiaries (other than sales (but not licenses) of Trademark Collateral (as defined in the Trademark Security Agreement referred to in Section 4.1(d)(iii) hereof)) for a consideration determined by the board of directors of the Subsidiaries that own such assets (which board of directors shall include members of senior management of the Borrower) to be equal to the Fair Market Value of the assets disposed of, and (vi) disposition of underperforming restaurants (as determined in the good faith judgment of the Borrower), provided, that such dispositions shall be for an amount not less than Fair Market Value and provided further that the aggregate Fair Market Value of all such assets disposed of a business unitshall not exceed $8,000,000, division provided, as to clauses (iii), (v) and (vi) of this Section 6.11 that after giving effect to such transaction no Event of Default or Subsidiary event which with the giving of such Borrower notice or lapse of time, or both, would become an Event of Default shall have occurred and such sale is otherwise permitted hereunderbe continuing.

Disposition of Assets. The Company shall not, will not and shall will not --------------------- suffer or permit any of its Subsidiaries toRestricted Subsidiary to sell, directly or indirectly, selllease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series any of transactions) any property their respective assets (including accounts and notes receivable, with without limitation stock or without recourse) or enter into any agreement to do other equity interests in any of the foregoingSubsidiaries or any of the voting rights of any such stock or other equity interests); provided, excepthowever, that the following dispositions shall be permitted so long as the Company and the Restricted Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (ai) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments inventory in the ordinary course of business pursuant of the Company and its Restricted Subsidiaries; (ii) the Xxxxxxx Disposition, provided that all of the proceeds (less reasonable expenses) from the Xxxxxxx Disposition shall be applied to repay Borrowings (as defined in the Company's usual Credit Agreement) under the Credit Agreement; (iii) the Shred-Tech Disposition, provided that all of the proceeds (less reasonable expenses) from the Shred-Tech Disposition shall be applied to prepay the Notes in accordance with paragraph 4A, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iv) any other disposition of assets having a Net Book Value not to exceed $25,000,000 in the aggregate for as long as any Note remains outstanding, provided, that with regard to any such disposition of --------- assets having a Net Book Value in excess of $5,000,000 individually or when aggregated with all other such dispositions on or after July 30, 1999 all of the proceeds (less reasonable expenses) from such disposition or dispositions in excess of $5,000,000 shall be applied to prepay the Notes in accordance with paragraph 4A, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (v) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of the Company and customary cash management policies and proceduresits Restricted Subsidiaries, so long as such assets are replaced with assets of equal or greater value; and (gvi) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value disposition of all assets so sold -------- by to the Company and its Subsidiaries, together (but excluding or any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection wholly-owned Restricted Subsidiary that is a Guarantor. (g) unless New paragraphs 6K, 6L & 6M are added to the Note Agreement reading in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunder.their entireties as follows:

Disposition of Assets. The Company shall Except as otherwise permitted in Section 8.03, the Borrower will not, and shall will not --------------------- suffer permit ALOSKI or permit any of its their respective Subsidiaries toto sell, directly or indirectly, selllease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series any of transactions) any property their respective assets (including accounts and notes receivable, with without limitation stock or without recourse) or enter into any agreement to do other Equity Interests in any of the foregoingSubsidiaries or any of the voting rights of any such stock or other Equity Interests); provided, excepthowever, that the following dispositions shall be permitted so long as the Borrower, ALOSKI and their respective Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed and the proceeds of such disposition are deposited in accounts of Borrower maintained at the offices of Administrative Agent: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments inventory in the ordinary course of business pursuant of the Borrower, ALOSKI and their respective Subsidiaries; (b) non-exclusive licenses of intellectual property and leases and licenses of other property by the Borrower, ALOSKI and their respective Subsidiaries to their respective customers in connection with providing products and services to such customers in the ordinary course of business of the Borrower, ALOSKI and their respective Subsidiaries. (c) sales, transfers and other dispositions to the Company's usual Borrower, ALOSKI or any of their respective wholly-owned Subsidiaries that are Guarantors; (d) disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of the Borrower, ALOSKI and customary cash management policies their respective Subsidiaries in Borrower’s reasonable business judgment; (e) disposition of up to 6 convenience stores during any fiscal year, the proceeds of which are applied to the Obligations; (f) disposition of up to 10 convenience stores during any fiscal year, which are replaced by convenience stores of similar value within six (6) months after the disposition of such stores; (g) disposition of any convenience stores during any fiscal year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted under Section 8.02 (b) and procedures(c); (h) other asset dispositions which do not exceed $1,000,000 in the aggregate during the term of this Agreement; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) disposition of any of the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)convenience stores listed on Schedule 8.09(i), shall not in any fiscal year exceed 20% the proceeds of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall which must be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such applied by Borrower and such sale is otherwise permitted hereunderALOSKI to the Obligations.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sellSell, assign, lease, convey, transfer consign or otherwise dispose of (whether in one or a series any of transactions) any property its Properties (including accounts and notes receivable, with or without recourseany Equity Interests) or enter into any agreement interest therein, including any disposition of Property as part of a sale and leaseback transaction, to do or in favor of any Person, except (i) sales of Inventory by Remington or any Subsidiary (other than Brands or Factors) in the foregoingOrdinary Course of Business of Remington or such Subsidiary unless an Event of Default exists hereunder and Agent in writing has demanded surrender of possession of such Inventory or otherwise required that no further disposition of such Inventory be made, except: (aii) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; (b) the sale of property Equipment to the extent authorized by Section 8.4.2 hereof, (iii) a transfer of Property by a Subsidiary of a Borrower to such Borrower or to another Wholly-Owned Subsidiary that such property is exchanged for credit against the purchase price of other property, a Guarantor or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any a Foreign Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless in connection with the sale of all or substantially all of a business unit, division or another Foreign Subsidiary of such Borrower (except that neither Brands nor Factors shall sell or otherwise transfer any of their assets to a Person other than Remington), (iv) the abandonment or other disposition of patents, trademarks or other Intellectual Property that are, in the reasonable judgment of Borrowers no longer economically practicable to maintain or useful in the conduct of the business of Borrowers or any of their Subsidiaries, (v) other dispositions expressly permitted by other provisions of the Credit Documents, (vi) other dispositions by Remington of any Property (other than Equity Interests in Brands and Factors and any rights of Remington under License Agreements) provided that the fair market value of all such sale is otherwise permitted hereunderProperties disposed of by Remington in any Fiscal Year does not exceed, in aggregate, $2,500,000, and provided that, at the time of each such disposition and after giving effect thereto, no Event of Default or Out- of-Formula Condition exists, (vii) sales of Accounts by Remington to Factors pursuant to the Factoring Documents and (viii) licenses of Intellectual Property by Brands to Remington.

Disposition of Assets. The Company No Credit Party nor any Subsidiary shall notdissolve, and shall not --------------------- suffer liquidate or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leasetransfer, convey, transfer assign or otherwise dispose of any of its properties or other assets, including any Capital Stock of any of its Subsidiary (whether in one a public or a series of transactions) any property (including accounts and notes receivableprivate offering or otherwise), with or without recourse) or enter into any agreement to do any of the foregoingits Receivables or any of its other Investments, exceptother than: (ai) dispositions the sale of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; (ii) dispositions of assets (other than Receivables owned by Credit Parties) (a) among Credit Parties, (b) the sale of property by Subsidiaries that are not Credit Parties to the extent (x) Credit Parties and (y) other Subsidiaries that such property is exchanged for credit against the purchase price of other propertyare not Credit Parties, (c) among Foreign Subsidiaries or the proceeds of such sale are reasonably promptly applied (d) by Foreign Subsidiaries to the purchase price of other propertyCredit Parties; (ciii) dispositions of property by obsolete or worn out equipment or fixtures no longer useful in the Company business, whether now owned or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons hereafter acquired, in the ordinary course of business; (fiv) the sale so long as no Default or Event of cash equivalents and other short term money market investments Default is continuing or would result therefrom, sales of equipment now owned or hereafter acquired by any Credit Party or any Subsidiary thereof in an aggregate amount not to exceed $5,000,000; (v) sales of tangible assets pursuant to sale-leaseback transactions permitted under Section 7.06; (vi) non-exclusive licenses of intellectual property in the ordinary course of business pursuant (other than to the Company's usual extent such licenses would restrict the ability of the Credit Party or the Administrative Agent to sell or license the subject intellectual property or impair the security interests granted to the Administrative Agent); provided that to the extent approved by the Administrative Agent in its Permitted Discretion (such approval not to be unreasonably withheld), such licenses are permitted to be exclusive to the extent such licenses relate to specific lines or products or specific geographic locations; (a) Permitted Specified Sales and customary cash management policies the termination or assignments of leases or subleases for retail stores closed as a result of a Permitted Specified Sale and procedures(b) the termination or assignments of leases or subleases for retail stores not in connection with a Permitted Specified Sale not to exceed ten (10) leases (unless agreed by the Administrative Agent in its discretion) during the term of this Agreement so long as the disposal of Inventory at such retail stores is permitted by this Section 7.05(b); (viii) the abandonment or termination of intellectual property rights in the ordinary course of business which are not material to the operation of the business of the Credit Parties; and (gix) dispositions of cash and Cash Equivalents except with respect to transactions prohibited hereunder so long as such dispositions are not otherwise permitted hereunder in violation of Section 6.17 or the Agency Account Agreements to which they are made for fair market value; provided that subject. Notwithstanding anything to the contrary contained in this Section 7.05, (i) any disposition of Capital Stock or (ii) any merger, dissolution, liquidation or consolidation, in each case, among the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction Credit Parties and/or their Subsidiaries that would otherwise be permitted by clauses this Section 7.05 shall be subject to the requirement that (a) through the Credit Parties provide the Administrative Agent no less than thirty (f))30) days’ notice (or such earlier time acceptable to the Administrative Agent) prior to the consummation of any such disposition, shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as of the last day of the immediately preceding fiscal year merger, dissolution, liquidation or consolidation and (iib) no dispositions the Credit Parties shall have complied with Section 6.12 prior to the consummation thereof; provided further that the deadlines for the execution and delivery of accounts or notes receivable Loan Documents, descriptions, legal opinions, resolutions, and all other instruments, certificates, documents, agreements and deliverables referred to in Section 6.12 shall be permitted under this subsection (g) unless in connection with deemed to refer to the sale of all or substantially all of a business unit, division or Subsidiary date of such Borrower disposition, merger, dissolution, liquidation or consolidation, and all action required to be taken by the Credit Parties under Section 6.12 shall be required to be taken on or before the date of such sale is otherwise permitted hereunderdisposition, merger, dissolution, liquidation or consolidation.

Disposition of Assets. The Company Borrower shall not, and nor shall not --------------------- it suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out worn‑out or surplus property, all in the ordinary course of business; (b) the sale of property equipment to the extent that such property equipment is exchanged for credit against the purchase price of other propertysimilar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of other propertysuch replacement equipment; (c) dispositions of property by Receivables of the Company Borrower or any Subsidiary Subsidiaries to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f)Red Iron; (d) dispositions by any Originator of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; Facilities or other disposition of Receivables at any time of the Borrower or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the aggregate net uncollected -------- balances outstanding unpaid amount of all Permitted such Receivables so sold by in the Company and its Subsidiaries together aggregate shall not at any date of determination shall not time exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date$200,000,000; (e) dispositions (i) made in accordance with the lease or sublease Borrower’s investment policy, (ii) made in connection with Acquisitions, (iii) dispositions of property interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by the Company or any Subsidiary Borrower of shares of its capital stock and associated rights to other Persons purchase shares of the Borrower’s preferred stock pursuant to the Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in the ordinary course of businessRed Iron; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market valuehereunder; provided provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition and (ii) the aggregate value of all assets so sold -------- by the Company Borrower and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), Subsidiaries shall not exceed in any fiscal year exceed 2015% of Consolidated Total Assets measured the consolidated total assets of the Borrower and its Subsidiaries determined as of the last day end of the immediately preceding most recently ended fiscal year quarter of the Borrower; (g) the Borrower or any Subsidiary may sell, assign, lease, convey, transfer or otherwise dispose of assets to the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the ordinary course of business to the extent not otherwise prohibited hereunder and (ii) no dispositions in connection with investments, including (A) investments in accordance with the Borrower’s investment policy as adopted from time to time, (B) extensions of credit in the nature of accounts receivable or notes receivable shall be arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Borrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of the Borrower’s and its Subsidiaries’ products, (C) investments incurred in order to consummate Acquisitions, (D) investments in Joint Ventures, (E) investments under Swap Contracts, (F) investments made in Subsidiaries, and (G) investments in Red Iron; (i) dispositions resulting from any casualty or condemnation; (j) dispositions in connection with Restricted Payments permitted under this subsection Section 7.04; (gk) unless dispositions in connection with the sale granting of all Permitted Liens; and (l) dispositions in connection with the payment of Contingent Obligations or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is Indebtedness not otherwise permitted prohibited hereunder.

Disposition of Assets. The Company shall (A) Holdings will not, and shall will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of all or any part of its interest in any asset, except that Holdings and its Subsidiaries may sell, lease or otherwise dispose of assets so long as either (whether i) such sales are approved by the Lender; (ii) such sales are for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $500,000 in one any 12-month period and, in any such case, Holdings or a series such Subsidiary complies with the mandatory prepayment provisions herein and, in the case of transactionsCollateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; (iii) any property (including accounts such sales are of inventory and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business; ; (biv) such sales or other dispositions are (A) of equipment that has become worn out, obsolete or damaged or otherwise unsuitable or no longer needed for use in connection with the sale business of property to Holdings or any of its Subsidiaries or should be replaced, as the extent that case may be, in each case as determined in good faith by the board of directors of Holdings or its Subsidiary, as the case may be, (B) for at least the fair market value of such property is exchanged equipment, (C) not in excess of $100,000 individually or $250,000 per year in the aggregate for credit against the purchase price sales of other property, or such equipment and (D) the proceeds of the sales of such equipment are used within 90 days of such sales to (1) purchase equipment used in substantially similar lines of business or (2) repay Indebtedness under this Credit Agreement pursuant to Sections 2.01 or 2.02; (v) such sales or other dispositions do not exceed $50,000 individually and are for at least the fair market value of such assets or as to such other dispositions, the likely amount of net sales proceeds that would be realized upon a sale are reasonably promptly applied of such assets is such that a sale of such assets is not, in the reasonable judgment of Holdings or the Borrower, economically practicable but such other disposition is otherwise of commercial value to Holdings or the Borrower; PROVIDED that in no case shall sales pursuant to this clause (v) exceed an aggregate of $100,000 in any fiscal year, and in the case of Collateral, so long as the conditions to the purchase price release of other property; Collateral described herein and in the applicable Security Documents are met; (cvi) dispositions such sales consist of property by the Company licensing or sublicensing of Holdings' or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons Subsidiaries' Intellectual Property in the ordinary course of business; or (vii) such sales are of equity securities under any stock option or other benefit plan available to the employees or directors of Holdings or any of its Subsidiaries. The consideration received by Holdings and its Subsidiaries from each sale of assets permitted by subsections (i) and (ii) above, other than with respect to such sales involving consideration of not more than $100,000 in the aggregate in any fiscal year, shall be payable by the purchaser in whole within 15 days of such sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-cash proceeds received from the sale of assets constituting Collateral shall be pledged pursuant to and in accordance with the applicable Security Documents and shall constitute Collateral. (B) Upon compliance with the conditions in subsection (A) of this Section 6.10, the Release Conditions and the Partial Release Conditions (each as hereinafter defined), Holdings or its Subsidiaries shall be entitled to receive from the Lender an instrument in form and substance reasonably satisfactory to Holdings or such Subsidiary (each, a "Release"), releasing the Lien of the Mortgage with respect to all or any portion of a Mortgaged Real Property (each, a "Released Real Property"). Holdings or its Subsidiaries shall exercise their rights under this Section by delivering to the Lender a notice (each, a "Release Notice"), which shall refer to this Section, describe with particularity the proposed Released Real Property and be accompanied by (i) four counterparts of the Release fully executed and acknowledged by all necessary parties other than the Lender, (ii) executed counterparts of UCC termination statements necessary to terminate the Lien of the applicable Mortgage and (iii) an Officer's Certificate certifying that no Default or Event of Default shall have occurred and the parties executing any and all documents in connection with the Release (other than the Lender) were duly authorized to do so (collectively, the "Release Conditions"). In the event the proposed Released Property consists of less than all of the Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satisfied in order for the Borrower or its Subsidiaries to receive the Release. (C) The Lender's obligation to deliver a Release in respect of less than all of the Mortgaged Real Property subject to a single Mortgage shall be contingent upon the satisfaction of the conditions in subsection (A) of this Section 6.10 and the Release Conditions as well as the following conditions (collectively, the "Partial Release Conditions"): (i) following the sale, transfer or other disposition of and release of the Lien of the applicable Mortgage with respect to the proposed Released Real Property, the remaining Mortgaged Real Property shall have utility services and access to public roads, rail spurs and other transportation structures sufficient and necessary in the reasonable opinion of Holdings or the Borrower for the continued use of such Mortgaged Real Property in the manner utilized prior to the Release; (fii) following the sale, transfer or other disposition of the proposed Released Real Property, the remaining Mortgaged Real Property shall comply in all material respects with applicable laws, rules, regulations and ordinances relating to environmental protection, zoning, land use, configuration and building and workplace safety (except for such non-compliance which has been previously consented to by the Lender); (iii) following the sale, transfer or other disposition of the proposed Released Real Property, the value of the remaining Mortgaged Real Property shall not be less than the value of such remaining Mortgaged Real Property prior to the Release due to such sale, transfer or other disposition; (iv) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant Title Company shall be prepared to issue an endorsement to the CompanyLender's usual and customary cash management policies and procedurestitle insurance policy relating to the Mortgaged Real Property confirming that after the proposed release, the Lien of the applicable Mortgage continues unimpaired as a first priority Lien upon the remaining Mortgaged Real Property subject only to Prior Liens, those Liens permitted by the Mortgage or previously consented to by the Lender; (v) Holdings shall cause to have been delivered to the Lender a Survey reasonably acceptable to the Lender of the Mortgaged Real Property remaining after the proposed Released Real Property has been released; and (gvi) dispositions not otherwise permitted hereunder which are made for fair market value; provided Holdings or its Subsidiaries shall cause to have been delivered to the Lender an Officer's Certificate certifying that the conditions set forth in subsections (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f))v) have been satisfied. (D) The Lender shall execute, shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as acknowledge (if applicable) and deliver to the Borrower counterparts of the last day of the immediately preceding fiscal year documents described in subsections (B)(i) and (ii) no dispositions of accounts this Section 6.10 within 10 Business Days after receipt by the Lender of a Release Notice provided that the Release Conditions and the Partial Release Conditions (if applicable) have been satisfied. Holdings or notes receivable the Borrower shall be permitted under (i) execute, deliver, obtain and record such instruments as the Lender may require, including, without limitation, amendments to the Security Documents or this Agreement and, (ii) deliver to the Lender such evidence of the satisfaction of the Release Conditions and the Partial Release Conditions as the Lender may require and (iii) cause the Title Company to issue the endorsement referred to in subsection (gC)(iv) unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereunderthis Section 6.

Disposition of Assets. The Company shall not, and shall not --------------------- suffer Engage in any Asset Sale or permit any of its Subsidiaries to, otherwise directly or indirectly, indirectly sell, assign, lease, convey, transfer or otherwise dispose of (whether in one all or a series any portion of transactions) any property (including accounts and notes receivableits assets, with business or without recourse) property, or enter into any agreement agree to do any of the foregoing, except: (ai) dispositions of inventory, inventory or used, worn-out or surplus propertyproperty or equipment or Permitted Cash Investments, all in each case in the ordinary course of business; (bii) sale of any business unit of the Borrower or any Subsidiary that the Board of Directors of the Borrower determines in good faith to be non-material; (iii) any Asset Sale so long as (A) such transaction is on an arm's length basis, (B) no Event of Default or Potential Default is continuing or would result from such Asset Sale, (C) the sale purchase price paid to the Borrower or such Subsidiary for such asset shall be not less than the fair market value of property such asset at the time of such sale, (D) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash (except for non-cash consideration in the form of promissory notes in an aggregate principal amount for all such transactions not to exceed $1,000,000 at any time outstanding so long as each such promissory note is, promptly upon consummation of the applicable transaction, pledged and delivered to the Lender pursuant to the Pledge and Security Agreement), (E) the aggregate book value of assets sold pursuant to this paragraph in any Fiscal Year does not exceed five percent (5%) of the Borrower's consolidated total assets (determined in accordance with GAAP) as of the last day of the preceding Fiscal Year, and (F) the Borrower shall apply the Cash Proceeds of such Asset Sale as required by Section 2.5(d)(i); (iv) so long as no Event of Default or Potential Default is continuing or would result from the proposed transaction, the grant of an option or other right to purchase an asset in a transaction that would be permitted under this Section 5.3(b); (v) the sale, lease, transfer or other disposition of assets by any of the Borrower's Subsidiaries to the Borrower; (vi) sales, transfers or other dispositions of fixed assets or equipment by the Borrower or any of its Subsidiaries to the extent that such property equipment is exchanged traded in for credit against the purchase price of other propertyfixed assets or equipment, or that the proceeds of such sale are reasonably promptly applied to the purchase price of such other propertyfixed assets or equipment within one hundred eighty (180) days from the date of sale, transfer or disposition; (cvii) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons in the ordinary course of business; (f) the sale of cash equivalents and other short term money market investments in the ordinary course of business pursuant to the Company's usual and customary cash management policies and proceduresnon-exclusive licenses; and (gviii) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) the aggregate value of all assets so sold -------- by the Company and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), shall not in any fiscal year exceed 20% of Consolidated Total Assets measured as licenses granted outside of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless United States in connection with the sale settlement or resolution of all the Galley Litigation; PROVIDED, HOWEVER, that neither the Borrower nor any Subsidiary shall dispose of any asset to effect a leaseback of any asset, other than sale-leasebacks of equipment effected less than one hundred eighty (180) days after the Borrower or substantially all of a business unit, division or such Subsidiary of shall have acquired such Borrower and such sale is otherwise permitted hereunderequipment.

Disposition of Assets. The Company shall not, and shall Consolidated Parties will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectlyconvey, sell, lease (as lessor), assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property assets (including accounts and notes receivable, with or without recourse) or enter into the Capital Stock of any agreement to do any Subsidiary of the foregoing, except: Borrower) other than (a) dispositions sales of inventory, or used, worn-out or surplus property, all Inventory in the ordinary course of business; , (b) sales or other dispositions in the sale ordinary course of property business of assets or properties that are obsolete or that are no longer used or useful in the conduct of the business of the Borrower or such Subsidiary (not to exceed in the extent that such property is exchanged for credit against the purchase price aggregate in any fiscal year assets with a net book value of other property$2,500,000), or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions sales in the ordinary course of property by business of assets or properties (other than Inventory) used in Borrower’s or such Subsidiaries’ business that are worn out or in need of replacement and that are replaced with assets of reasonably equivalent value or utility or which are otherwise productive or useful in the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); conduct of such Person’s business, (d) (i) sales, leases, assignments, transfers and other dispositions among the Credit Parties, (ii) sales, leases, assignments, transfers and other dispositions among the Consolidated Parties (other than the Credit Parties), and (iii) sales, leases, assignments, transfers and other dispositions from the Consolidated Parties (other than the Credit Parties) to the Credit Parties, (iv) sales, leases, assignments, transfers and other dispositions from Credit Parties to the Canadian Subsidiaries not to exceed $5,000,000 (which $5,000,000 limitation shall include Investments made pursuant to clause (c)(i) of the definition of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided Investments and loans under Section 9.1(e)(iii)) (provided, that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination foregoing limitation shall not exceed 5% restrict any sales, consignments and other transfers of Consolidated Total Assets measured as of Inventory from the last day of Credit Parties to the fiscal quarter immediately preceding such date; (e) the lease or sublease of property by the Company or any Subsidiary to other Persons Canadian Subsidiaries in the ordinary course of business; ), (fv) sales, leases, assignments, transfers and other dispositions from the Canadian Subsidiaries to the Credit Parties not to exceed $15,000,000 (which $15,000,000 limitation shall include Investments made pursuant to clause (c)(ii) of the definition of Permitted Investments and loans under Section 9.1(e)(i)) (provided, that the foregoing limitation shall not restrict any sales, consignments and other transfers of Inventory from the Canadian Subsidiaries to the Credit Parties in the ordinary course of business), (e) the sale of cash equivalents Investments under items (a) and (b) of the definition of Permitted Investments, (f) sales, leases, assignments, transfers and other short term money market investments dispositions of any Property located in Mexico by any Mexican Subsidiary, provided that the net consideration received by such Mexican Subsidiary (after payment of fees, expenses, costs and taxes related thereto) in connection with such disposition is distributed to the Borrower, and the Borrower shall promptly notify the Administrative Agent of any such disposition in excess of $2,500,000, (g) the disposition by the Borrower of any Capital Stock of any Mexican Subsidiary so long as the net proceeds of such disposition (after payment of fees, expenses, costs and taxes related thereto) are paid to the Borrower, (h) the disposition by any Credit Party of its Property located in Mexico, provided that no Credit Party shall transfer or relocate its Property to Mexico after the Closing Date, in any fiscal year, having a value in excess of $4,000,000 in the aggregate for all such Credit Parties, plus the unused amount for the immediately preceding fiscal year (excluding any carry forward available from any prior fiscal year); (i) sales, licenses, assignments, transfers and other dispositions of Intellectual Property in the ordinary course of business pursuant and the license of Intellectual Property to Kitchen Collection without the right of Kitchen Collection to sublicense such Intellectual Property; and (j) sales, leases, assignments, transfers and other dispositions approved by the Required Lenders. To the extent the Required Lenders waive the provision of this Section 9.5 with respect to the Company's usual sale or disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 9.5, such Collateral in each case shall be sold or otherwise disposed of free and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) clear of the aggregate value of all assets so sold -------- Liens created by the Company Security Documents and its Subsidiaries, together (but excluding any transaction permitted by clauses (a) through (f)), the Administrative Agent shall not in any fiscal year exceed 20% of Consolidated Total Assets measured take such actions as of the last day of the immediately preceding fiscal year and (ii) no dispositions of accounts or notes receivable shall be permitted under this subsection (g) unless are appropriate in connection with the sale of all or substantially all of a business unit, division or Subsidiary of such Borrower and such sale is otherwise permitted hereundertherewith.