Common use of Limitation on Dispositions of Collateral Clause in Contracts

Limitation on Dispositions of Collateral. Engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in Asset Sales so long as the consideration received in connection with such Asset Sale is for Fair Market Value, and if the Dollar Equivalent of such consideration received is greater than $10,000,000, at least 75% of such consideration received is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14). For the purposes of the foregoing, the following are deemed to be cash: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to $40,000,000 (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the ABL Priority Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive, as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than the greater of (x) $10,000,000100,000,000 and (y) 6.50% of Consolidated Tangible Assets, at least 7575.0% of such consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis) received by the Parent Borrower or any Restricted Subsidiary, is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive), taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 190,000,000 and 11.50% of Consolidated Tangible Assets at the time of designation (with the Fair Market Value fair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of each item of Designated Noncash Consideration being measured at on the time received date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Collateral Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Prior to the occurrence of an Investment Grade Rating Event, CF Holdings will not, and will not permit the Company or any Subsidiary Guarantor to, make any Disposition except: (a) Dispositions of obsolete, used, uneconomical, retired, worn out or surplus property, or property no longer useful in the business of CF Holdings and its Subsidiaries or economically impracticable to maintain, in each case whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory or goods held for sale in the ordinary course of business; (c) Dispositions of property to CF Holdings or any Subsidiary of CF Holdings; provided that (i) the transferee thereof must be the Company or a Guarantor, (ii) such Disposition is for at least Fair Market Value or (iii) such Disposition is a Permitted Intercompany Transaction; (d) Dispositions of cash and Cash Equivalents; (e) (i) Dispositions of Investments and accounts receivable (or discounts without recourse thereof) in connection with the collection, settlement or compromise thereof in the ordinary course of business or (ii) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind; (f) Dispositions so long as, to the extent the Net Cash Proceeds thereof exceed $50.0 million in any Asset Sale with respect fiscal year (such excess, the “Excess Proceeds”), such Excess Proceeds are (i) reinvested in the business of CF Holdings or its Subsidiaries within 12 months after the receipt of such Excess Proceeds (unless, within such 12-month period, CF Holdings or one or more of its Subsidiaries shall have entered into a definitive agreement for such reinvestment, in which case such reinvestment shall have been consummated no later than 18 months after the receipt of such Excess Proceeds), (ii) applied within thirty Business Days of the receipt of such Excess Proceeds (which period shall be tolled for up to any the reinvestment period set forth in the foregoing clause (i) to the extent the Company intends to reinvest such Excess Proceeds) to repurchase Notes or repurchase, repay or prepay other Indebtedness for borrowed money secured by parity Liens on the Collateral; provided in the case of the foregoing clause (ii) that if the Company shall so repurchase, repay or prepay other Indebtedness secured by parity Liens on the Collateral, the Company will either (A) ratably reduce the Notes Obligations as provided under Article 3 or attemptthrough open market purchases or (B) make an offer to all Holders of Notes to purchase Notes in an aggregate principal amount that, offer or contract if purchased, would result in the Notes Obligations being equally and ratably reduced pursuant to do so this clause (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunderii), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed at an offer price equal to engage in Asset Sales so long as the consideration received in connection with such Asset Sale is for Fair Market Value, and if the Dollar Equivalent of such consideration received is greater than $10,000,000, at least 75100% of such consideration received is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14). For the purposes of the foregoing, the following are deemed to be cash: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase; provided that the Company shall be obligated to purchase all Notes validly tendered and not validly withdrawn in an amount up to the amount of such Indebtedness offer pursuant to this clause (B), in connection accordance with procedures consistent with those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06; provided, further, that upon completion of such Asset Saleoffer made pursuant to this clause (B), the Company shall be deemed to have reduced the Notes Obligations in an amount of such offer for purposes of this clause (f), (3iii) Indebtedness used to make an offer to all Holders of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result Notes within thirty Business Days of the receipt of such Asset Sale, Excess Proceeds (which period shall be tolled for up to the reinvestment period set forth in the foregoing clause (i) to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment Company intends to reinvest such Excess Proceeds) to purchase Notes at an offer price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase; provided that the Company shall be obligated to purchase all Notes validly tendered and not validly withdrawn in an amount up to the amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received offer pursuant to this clauseclause (iii), not in accordance with procedures consistent with those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.06; provided, further, that upon completion of such offer made pursuant to exceed an aggregate amount at any time outstanding equal to $40,000,000 this clause (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueiii). In connection with any Asset Sale permitted under this Section 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shallCompany shall be deemed to have reduced the Notes Obligations in an amount of such offer for purposes of this clause (f) or (iv) used in one or more of the manners permitted by the foregoing clauses (i), (ii) and (iii); (g) Dispositions in the Lenders hereby authorize ordinary course of business consisting of (i) the Administrative Agent toabandonment of intellectual property or general intangibles which, execute such releases in the reasonable good faith determination of Liens CF Holdings, is not material to the conduct of the business of CF Holdings and take such Subsidiaries and (ii) licensing, sublicensing and cross-licensing arrangements involving any technology or other actions as the Parent Borrower may reasonably request in connection with the foregoing.intellectual property or general intangibles of CF Holdings or its Subsidiaries;

Limitation on Dispositions of Collateral. Engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in Asset Sales (i) if the Payment Condition is satisfied or (ii) so long as the consideration received in connection with such Asset Sale is for Fair Market Value, and if the Dollar Equivalent of such consideration received is greater than $10,000,000, at least 75% of such consideration received is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14). For the purposes of the foregoing, the following are deemed to be cash: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of (i) $40,000,000 and (ii) 4.0% of Consolidated Total Assets at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the ABL Priority Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive, as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than $10,000,00025,000,000the greater of (x) $100,000,000 and (y) 6.50% of Consolidated Tangible Assets, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis) received by the Parent Borrower or any Restricted Subsidiary, is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive), taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 87,500,000190,000,000 and 11.50% of Consolidated Tangible Assets at the time of designation (with the Fair Market Value fair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of each item of Designated Noncash Consideration being measured at on the time received date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative AdministrativeCollateral Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market Value, and if the Dollar Equivalent of such consideration received is greater than $10,000,000100,000,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 425,000,000 and 2.5% of Consolidated Total Assets at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, ,” the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the ABL Priority Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market ValueValue (determined as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than $10,000,00025,000,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent BorrowerParent) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 50,000,000 and 30% of Four Quarter EBITDA at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at as of the time received date a legally binding commitment for such Asset Sale was entered into and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent and the Collateral Agent shall, and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower Guarantor and its Restricted Subsidiaries shall be allowed to engage in any such Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market ValueValue (determined as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than $10,000,00025,000,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash Equivalents, Temporary Cash Investments and Marketable Securities, (2) the assumption of Indebtedness of the Parent Borrower Guarantor (other than Disqualified Capital Stock of the Parent BorrowerGuarantor) or any Restricted Subsidiary and the release in writing of the Parent Borrower Guarantor or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower Guarantor and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower Guarantor or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower Guarantor or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower Guarantor or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower Guarantor or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to $40,000,000 25,000,000 (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a any Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, and to attempt, offer and contract to do so, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market Value, and if the Dollar Equivalent of such consideration received is greater than $10,000,00015,000,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 90,000,000 and 2.5% of Consolidated Total Assets at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the ABL Priority Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any such Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market ValueValue (determined as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than the greater of (x) $10,000,00020,000,000 and (y) 0.85% of Consolidated Total Assets, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of (x) $40,000,000 15,000,000 and (y) 0.60% of Consolidated Total Assets at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at on the time received date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market ValueValue (determined as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than $10,000,00012,500,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 17,500,000 and 3.00% of Consolidated Total Assets at the time of designation (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.

Limitation on Dispositions of Collateral. Engage Unless the Payment Condition shall have been satisfied, engage in any Asset Sale with respect to any of the ABL Priority Collateral, or attempt, offer or contract to do so (unless such attempt, offer or contract is conditioned upon obtaining any requisite consent of the Lenders hereunder), except that the Parent Borrower and its Restricted Subsidiaries shall be allowed to engage in any Asset Sales Sale, so long as the consideration received (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) in connection with such Asset Sale is for Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive, as of the date a legally binding commitment for such Asset Sale was entered into), and if the Dollar Equivalent of such consideration received is greater than $10,000,00025,000,000, at least 7575.0% of such consideration received (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Subsection 8.14)cash. For the purposes of the foregoing, the following are deemed to be cash: (1) Cash EquivalentsEquivalents and Temporary Cash Investments, (2) the assumption of Indebtedness of the Parent Borrower (other than Disqualified Capital Stock of the Parent Borrower) or any Restricted Subsidiary and the release in writing of the Parent Borrower or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Borrower and each other Restricted Subsidiary are released in writing from any Guarantee Obligation of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (4) securities received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the Parent Borrower or any Restricted Subsidiary, (6) Additional Assets and (7) any Designated Noncash Consideration received by the Parent Borrower or any of its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Valuefair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive), taken together with all other Designated Noncash Consideration received pursuant to this clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $40,000,000 87,500,000 and 11.50% of Consolidated Tangible Assets at the time of designation (with the Fair Market Value fair market value (as determined in good faith by the Borrower Representative, which determination shall be conclusive) of each item of Designated Noncash Consideration being measured at on the time received date a legally binding commitment for such Asset Sale (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value). In connection with any Asset Sale permitted under this Section Subsection 8.5 or a Disposition that is excluded from the definition of “Asset Sale”, the Administrative Agent shall, and the Lenders hereby authorize the Administrative Agent to, execute such releases of Liens and take such other actions as the Parent Borrower Representative may reasonably request in connection with the foregoing.