Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of business.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property disposed of in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory property that is no longer useful in the ordinary course conduct of the Borrower's business (including sales disposed of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (b) the sale, transfer or exchange of inventory in the ordinary course of business; (c) transfers resulting from any casualty or condemnation of property or assets; (d) as permitted by subsection 7.3(b)any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the aggregate net cash proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed $3,000,000 in any fiscal year; (e) intercompany sales and dispositions or transfers of real property and related assets made in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactionsthe ordinary course of business; provided that, that in no event may the opinion Borrower or its Domestic Subsidiaries transfer assets to any Foreign Subsidiaries having a value in excess of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold$5,000,000; (f) the transactions described on Schedule 7.4(f) licenses or any sale or other disposition sublicenses of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any intellectual property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year general intangibles and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereoflicenses, leases or subleases (or assignment of leases) of real other property in the ordinary course of business and which do not materially interfere with the business of CCHC and its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (h) the sale or discount of overdue accounts receivable and lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) leases and sales of Leased Equipment and Chattel Paper in connection with any Lease Transaction and discounting programs and any refinancings thereof; (j) dispositions permitted by Section 8.5(ii); and (k) the sale of a line of business; provided that the aggregate net cash proceeds of the sale made pursuant to this paragraph (k) do not exceed $10,000,000 (the "Designated Asset Sale").

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Company, issue or sell any shares of such Restricted such. Subsidiary's Capital Stock Stock, to any Person (other than the Borrower Company or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Company, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out any property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventoryInventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (db) as permitted by subsection 7.3(b); (e) sales and dispositions the sale or discount without recourse of real property and related assets accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with (i) Permitted Sale-Leasebacks the compromise or (ii) Securitization Transactions; collection thereof provided that, in the opinion case of a Responsible Officerany Foreign Subsidiary of the Company, the purchase price with respect to each any such sale or disposition represents discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business and the fair value aggregate amount of any such recourse shall be included in the determination of such Foreign Subsidiary's Indebtedness for purposes of Section 8.2(g) hereof; (c) as permitted by Section 8.5(b) hereof and pursuant to Sale and Leaseback Transactions permitted by Section 8.11 hereof; (d) Dispositions of any assets or property by the Company or any of its Subsidiaries to the Company or any Wholly Owned Subsidiary of the assets so sold;Company, (e) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; provided that an amount equal to 100% of the Net Cash Proceeds of any such abandonment or other Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement. (f) Asset Sales or other Dispositions by the transactions described on Schedule 7.4(f) Company or any of its Subsidiaries so long as (i) the aggregate consideration received by the Company or such Subsidiary in connection therewith is not less than the fair market value of the property subject of such Asset Sale or Disposition and (unless otherwise consented to by the Required Purchasers) at least 75% of such consideration is cash, provided that with respect to the sale or other disposition Disposition by the Company of Audio Consultants Co. Ltd., the minimum cash consideration shall be at least 50%, (ii) the Net Cash Proceeds of any asset such Asset Sale or Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement, provided that the Company shall not be obligated to so apply the Net Cash Proceeds from any Asset Sale or Disposition until each such time that the cumulative Net Cash Proceeds from such Asset Sales and Dispositions that have theretofore not been applied in accordance with Section 4.4 of the Senior Credit Agreement equals or exceeds $100,000 and (iii) unless otherwise consented to by the Purchasers (which consent shall not be unreasonably withheld), the Net Cash Proceeds to be received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (Asset Sale or Disposition to be retained by the "Scheduled Asset Sales")Company with the consent of the Administrative Agent or the holders of the Senior Loans under the Senior Credit Agreement do not exceed $10,000,000, provided thatthat such Net Cash Proceeds shall not be applied to the payment of any Indebtedness (whether principal, in interest accrued thereon or costs, expenses or other amounts connected therewith) ranking pari passu with, or subordinated to, the opinion of a Responsible Officer Company's Obligations under the purchase price with respect to each such sale represents Senior Secured Notes and other Note Documents without the fair value prior written consent of the assets so sold;Required Purchasers; or (g) the sale of all or other disposition any part of any property (other than any sale the assets or other disposition which is otherwise permitted under this subsection 7.4)Capital Stock of the Subsidiary or Subsidiaries comprising the Company's military antennae business, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of any such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect Asset Sale is applied to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value mandatory prepayments of the assets so sold or disposed of; and (h) subject Senior Loans pursuant to the other terms and provisions hereofSenior Credit Agreement, leases or subleases in accordance with Section 4.4(d) thereof (or assignment of leases) of real property in the ordinary course of businessany successor provision).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Wholly Owned Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus any property or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents assets in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (gb) the sale or other disposition of any property assets (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)rights to provide DirecTv) at fair market value, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value Net Cash Proceeds of all sales of assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and permitted by this clause (iib) in excess of $1,500,000 are applied to make mandatory prepayments and permanent reductions of the opinion Revolving Credit Commitments pursuant to subsection 4.3(a), except that any such Net Cash Proceeds of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions of assets permitted by this clause (b) in excess of $1,500,000 which are used by the aggregate purchase price with respect Borrower and its Subsidiaries to which does acquire fixed or capital assets within 180 days of receipt thereof shall not exceed $10,000,000) represents the fair value be required to be applied to make mandatory prepayments and permanent reductions of the assets so sold or disposed of; andRevolving Credit Commitments pursuant to subsection 4.3(a); (hc) subject to the other terms and provisions hereof, leases sale or subleases (or assignment discount without recourse of leases) of real property accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (d) as permitted by subsection 8.6(b); and (e) sales, leases, conveyances, transfers or other dispositions to the Borrower or to any Subsidiary of the Borrower or to any Person if after giving effect to such sale, lease, conveyance, transfer or other disposition such other Person becomes a Subsidiary, subject to compliance with subsection 7.10 and, to the extent applicable, subsection 8.10.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Domestic Subsidiary Guarantor or, if such Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Guarantor, except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsbusiness; (ib) the sale or discount without recourse of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and thereof; (iic) sales or other dispositions of Cash Equivalents in the ordinary course of businessas permitted by subsection 9.5(b); (d) Asset Sales, provided that (w) the consideration received for such Asset Sale is in an amount at least equal to the fair market value of the property, business or assets sold in connection therewith (as permitted determined in good faith by the Board of Directors of Parent), (x) at least 75% of the value of such consideration consists of cash and the remainder consists of promissory notes, provided that for the purposes of this clause -------- (x) consideration consisting of shares of Capital Stock listed on a national securities exchange or on NASDAQ that are subject to no restrictions upon sale shall be treated as if they were cash having a value equal to the fair market value thereof, (y) the Net Proceeds of such Asset Sales are applied in accordance with subsection 7.3(b)5.1(c) and (z) after giving effect to such any such Asset Sale, the cumulative EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the period commencing on the date of this Agreement and ending on the date of determination thereof attributable to all such property sold or disposed of in all such Asset Sales during such period (including any such property sold or disposed of on such date) does not constitute more than $1,000,000; and provided, further, that neither the Borrower nor any of its Subsidiaries may sell equity securities issued by any of their respective Subsidiaries unless, as a result of such sale, neither the Borrower nor any of its Subsidiaries shall own, directly or indirectly, any interest whatsoever in the Subsidiary whose equity securities are being sold; (e) sales of equipment and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided thatother property, including leasehold interests, in the opinion ordinary course of a Responsible Officerbusiness in an aggregate amount not exceeding $250,000 in any fiscal year, commencing with the purchase price with respect to each fiscal year commencing October 1, 1996, and $1,000,000 in the aggregate from and after the Closing Date for all such sales (other than the sale or disposition represents the fair value of the assets so sold;Indianapolis Property) and the sale of the Indianapolis Property; and (f) the transactions described on Schedule 7.4(f) or any sale sale, transfer or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessbusiness which is obsolete for its intended use.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (in each case, other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not (x) a wholly-owned Restricted Subsidiary, pro pro-rata to the owners of the equity securities of such Restricted Subsidiary or (y) a Subsidiary Guarantor, to any Restricted Subsidiary), except: (a) the sale or other disposition of uneconomical, obsolete, surplus or worn out property assets in the ordinary course of business or business, including, without limitation, in connection with store closures and real estate development or divestiture activities; (b) the sale or other disposition of inventory Inventory and other Current Assets in the ordinary course of business (including sales of inventory Inventory and other Current Assets in connection with closed stores or stores to be closed or sold and sales of discontinued inventoryInventory pursuant to the Business Plan) and transfers of inventory and equipment assets among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (ic) the sale or discount of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of businessbusiness in each case at fair market value and on commercially reasonable terms; (d) as permitted by subsection 7.3(b9.4(b);; -75- 82 (e) sales the lease, sublease or other transfer of space (by assignment of leases or otherwise) in the Borrower's and dispositions the Restricted Subsidiaries' respective stores in furtherance of real property the Business Plan and related leases of space at the Borrower's headquarters; (f) Asset Sales of any assets (other than, directly or indirectly, Inventory) in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; , provided that, that in the opinion case of an Asset Sale in connection with a Permitted Sale-Leaseback to the extent otherwise permitted hereunder (other than an Asset Sale in connection with a Securitization Transaction), the proceeds of any such Permitted Sale-Leaseback shall be entirely in cash and shall be not less than 100% of the fair market value of the assets being sold (as determined by the Borrower in good faith) and in the case of an Asset Sale in connection with a Securitization Transaction (which may be in the form of a Responsible Officercapital contribution to the relevant Securitization Entity), the purchase price (including the Capital Stock of any Securitization Entity owned by the Borrower or any Restricted Subsidiary) with respect to each such sale the assets sold or disposition represents disposed shall be not less than the fair market value of such assets (as determined by the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received Borrower in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"good faith), provided thatthat in addition to the foregoing requirements, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents any Securitization Transaction involving any Eligible Mortgaged Real Property, the fair value Asset Sale Proceeds shall be in an amount at least equal to 54.5% of the assets so soldalternate use appraised value thereof as set forth in the Existing Appraisal for such property; (g) the sale or other disposition of the Borrower's and its Subsidiaries' Brentwood headquarters, Montxxxxxx xxxtribution center and/or Orlando distribution center, provided that if any such sale or disposition involves any Eligible Mortgaged Real Property, the Asset Sale Proceeds shall be in an amount at least equal to 54.5% of the alternate use appraised value thereof as set forth in the Existing Appraisal for such property; (h) the sale or other disposition of any property (other than, directly or indirectly, Inventory and other Current Assets, and other than any sale or other disposition which is otherwise permitted under this subsection 7.49.5), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book fair market value of all assets so sold or disposed of in any Fiscal Year pursuant to this paragraph (h) shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and125,000,000; (hi) subject to the other terms and provisions hereof, leases or subleases (or assignment assignments of leases) or licenses or sublicenses (or assignments of real property licenses or sublicenses) of any assets in the ordinary course of business; (j) sales and other dispositions of assets in connection with Investments (other than Investments received in respect of the sale or disposition of Fixed Assets) permitted under subsection 9.8; (k) sales or other dispositions of Accounts, credit card receivables and related assets in connection with a Credit Card Program; (l) issuances, sales and other dispositions of Capital Stock by any Credit Card Subsidiary to any Person so long as after giving effect thereto, such Credit Card Subsidiary remains a Subsidiary; and (m) sales and dispositions of assets pursuant to Store Closures; provided that the foregoing limitations are not intended to prevent the Borrower or any of its Restricted Subsidiaries from rejecting leases or contracts in connection with the Reorganization Cases.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of (each a “Disposition”), or permit any Subsidiary to make a Disposition of, any of its respective property, business or assets (including, without limitation, receivables and leasehold interestsinterests but excluding Capital Stock of the Company), whether now owned or hereafter acquired, or, in other than to the case of Company or any Restricted other Wholly Owned Subsidiary, or permit any Subsidiary to issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock to any Person (other than the Borrower Company or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted other Wholly Owned Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition Dispositions of assets and property that are (i) obsolete, surplus worn, damaged, uneconomic or worn out property otherwise deemed by the Company or any Subsidiary to no longer be necessary or useful in the ordinary course operation of the Company’s or such Subsidiary’s current or anticipated business or in connection with real estate development activities(ii) replaced by other assets or property of similar suitability and value; (b) the sale Dispositions of inventory in the ordinary course of business (including sales of inventory in connection with closed stores cash and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsCash Equivalents; (ic) the sale or discount Dispositions of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions goods and (ii) sales or other dispositions of Cash Equivalents inventory in the ordinary course of business; (d) as permitted Dispositions of accounts receivable (i) in the ordinary course of business in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of the Company or any Subsidiary, (iii) obtained by subsection 7.3(b)the Company or any Subsidiary in the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction; (e) sales and dispositions of real property and related assets in connection with any other Disposition (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is not otherwise permitted under this subsection 7.4)Agreement) of any assets or property, provided that (i) at the time of and after giving effect to such sale or dispositionthereto, the aggregate book value of all assets and properties so sold or disposed Disposed of (as to the Company and its Subsidiaries taken as a whole) in any Fiscal Year the period of twelve consecutive months immediately preceding such Disposition shall not exceed an amount equal to 10the greater of (i) $475,000,000 or (ii) 15% of Shareholders' Equity Consolidated Total Assets determined as at the beginning of such Fiscal Year twelve-month period; (f) Dispositions by the Company or any Subsidiary of all or any portion of any Immaterial Subsidiary; (g) leases, licenses, subleases or sublicenses by the Company and the Subsidiaries of Intellectual Property in the ordinary course of business; (h) Dispositions arising as a result of (i) the granting or incurrence of Liens permitted under subsection 8.3, (ii) transactions permitted under subsection 8.4 or (iii) transactions constituting the declaration and making of Restricted Payments permitted under subsection 8.6 of this Agreement; (i) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the opinion ordinary course of business; (j) Any Sale and Lease-Back Transaction permitted under subsection 8.8; (k) Dispositions by any Subsidiary that under the Guarantee Agreement is not a Responsible Officer guarantor of all the purchase price Obligations in connection with respect to such sale a Securitization Transaction permitted by subsection 8.2(v); (l) Dispositions of assets or other disposition (except property with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the a fair value of the assets so sold or disposed ofless than $100,000; and (hm) subject Contributions of assets to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property joint ventures entered into in the ordinary course of business.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose Dispose of any of its property, Property or business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Person, except: (a) the sale or other disposition Disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale or other Disposition of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b) and 7.4(d); (d) as permitted by subsection 7.3(b)the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (e) sales so long as no Default or Event of Default shall have occurred and dispositions be continuing, Dispositions of real property Property from the Borrower or any Subsidiary Guarantor to any Wholly Owned Foreign Subsidiary, provided that (x) the requirements of Section 6.10 are satisfied and related assets in connection with (iy) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the aggregate fair market value of such Property does not exceed (I) $10,000,000 minus (II) the assets so soldsum of (A) the aggregate principal amount of any Indebtedness of any Foreign Subsidiary at any time outstanding in accordance with Section 7.2(l) and (B) the aggregate amount of all investments in any Foreign Subsidiary made pursuant to Section 7.8(i); (f) the any Asset Sale (including any sale and leaseback transactions described on Schedule 7.4(fpermitted by Section 7.11 ) or any sale or other disposition Recovery Event, provided that the requirements of any asset received in exchange for any asset described on such Schedule Section 2.10(b) are complied with in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so soldtherewith; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property monetary payments made in the ordinary course of business; (h) the sale or discount without recourse of accounts receivable arising in the ordinary course of business of the Borrower and its Subsidiaries in connection with the compromise or collection thereof; (i) the sale of inventory located outside the United States to an affiliate of BMS pursuant to the Acquisition Documentation; (j) the sale or issuance of a minimal number of any Foreign Subsidiary's Capital Stock to a foreign national to the extent required by local law in a jurisdiction outside the United States; (k) any Disposition of Property or series of related Dispositions of Property which yields net proceeds to the Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) of less than $100,000; and (l) the sale by the Borrower of its facility located in Dayton, Ohio and all property and equipment contained therein, the aggregate value of which is not greater than $5,000,000. Any Collateral which is sold, transferred or otherwise conveyed pursuant to this Section 7.5 to a Person other than the Borrower and its Subsidiaries shall, upon the consummation of such sale in accordance with the terms of this Agreement and the other Loan Documents, be released from the Liens granted pursuant to the Security Documents and each Lender hereby authorizes and instructs the Administrative Agent to take such action as the Borrower reasonably may request to evidence such release.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of (each a “Disposition”), or permit any Subsidiary to make a Disposition of, any of its respective property, business or assets (including, without limitation, receivables and leasehold interestsinterests but excluding Capital Stock of the Company), whether now owned or hereafter acquired, or, in the case of or permit any Restricted Subsidiary, Subsidiary to issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Person, except: (a) the sale or other disposition Dispositions of assets and property that are (i) obsolete, surplus worn, damaged, uneconomic or worn out property otherwise deemed by the Company or any Subsidiary to no longer be necessary or useful in the ordinary course operation of the Company’s or such Subsidiary’s current or anticipated business or in connection with real estate development activities(ii) replaced by other assets or property of similar suitability and value; (b) the sale Dispositions of inventory in the ordinary course of business (including sales of inventory in connection with closed stores cash and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsCash Equivalents; (ic) the sale or discount Dispositions of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions goods and (ii) sales or other dispositions of Cash Equivalents inventory in the ordinary course of business; (d) as permitted Dispositions of accounts receivable (i) in the ordinary course of business in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of the Company or any Subsidiary, (iii) obtained by subsection 7.3(b)the Company or any Subsidiary in the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business, or (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction; (e) sales and dispositions any other Disposition (not otherwise permitted under this Agreement) of real property and related any assets or property, provided that all Dispositions made in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the reliance on this clause shall be made for fair value of the assets so soldand at least 75% cash consideration; (f) Dispositions, and issuances or sales of shares of Capital Stock of any Subsidiary, to the transactions described on Schedule 7.4(f) Company or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales")Subsidiary, provided that, that any such Dispositions or issuances or sales of shares of Capital Stock involving a Subsidiary that is not a Loan Party shall be made in the opinion of a Responsible Officer the purchase price compliance with respect to each such sale represents the fair value of the assets so soldsubsections 9.7 and 9.8; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and[Reserved]; (h) subject to licenses and sublicenses by the other terms Company and provisions hereof, leases or subleases (or assignment the Subsidiaries of leases) of real intellectual property in the ordinary course of business; (i) [Reserved]; (j) Dispositions arising as a result of (i) the granting or incurrence of Liens permitted under subsection 9.3, (ii) transactions permitted under subsection 9.4, (iii) transactions constituting Investments permitted under subsection 9.7, or (iv) transactions constituting the declaration and making of Restricted Payments permitted under subsection 9.6 of this Agreement; (k) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the ordinary course of business; and (l) Dispositions arising from or in connection with any Sale and Lease-Back Transactions permitted under subsection 9.9 that is consummated substantially contemporaneously with any such Disposition by the Person acquiring such assets or property.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)in the ordinary course of business, provided that (iother than inventory and other than dispositions permitted by subsection 7.6(a), (d) at the time of and after giving effect to such sale or disposition, (f)) the aggregate book value of all assets so sold or disposed of in any Fiscal Year period of twelve consecutive months shall not exceed an amount equal to 10% of Shareholders' Equity consolidated total assets of the Borrower and its Subsidiaries as at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; andtwelve-month period; (hc) subject to the other terms and provisions hereof, leases or subleases (or assignment sale of leases) of real property inventory in the ordinary course of business; (d) the sale or discount without recourse of accounts receivable which are overdue for more than 60 days arising in the ordinary course of business in connection with the compromise or collection thereof; (e) as permitted by subsection 7.5(b); (f) the sale, lease, assignment, transfer or other disposition of accounts receivable in connection with any Accounts Receivable Indebtedness permitted pursuant to subsection 7.2(u); (g) the sale (without recourse to the Operator Financing Subsidiary or the Financing Vehicle, as the case may be) of loans made pursuant to the Operator Financing Program by the Operator Financing Subsidiary or the Financing Vehicle, as the case may be, to Persons other than the Parent and its Subsidiaries or to the Insurance Subsidiary or the Offshore Joint Venture to the extent (and only to the extent) such purchase by the Insurance Subsidiary or the Offshore Joint Venture, as the case may be, would constitute a Permitted Insurance Company Investment; (h) the sale of the real property referred to in clause (ii) to the proviso to Section 7.13; and (j) the sale and leaseback of all, or any portion, of the real and personal property of the Borrower and its Subsidiaries referred to in clauses (i) and (ii) of Section 7.13.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (including, without limitation, including receivables and leasehold interests) (other than leases or rentals of revenue earning equipment in the ordinary course of business), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary's Capital Stock Stock, to any Person (other than the Borrower than, subject to any applicable limitations set forth in subsection 7.4, Holdings or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Holdings, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale or other Disposition of inventory any Inventory or Equipment in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsbusiness; (ic) the sale or discount without recourse of accounts receivable or credit card receivables notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents thereof; provided that, in the ordinary course case of any Foreign Subsidiary of the Parent Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business; (d) as permitted by subsection 7.3(b)7.4(b) and pursuant to Sale and Leaseback Transactions permitted by subsection 7.10; (e) sales and dispositions subject to any applicable limitations set forth in subsection 7.4, Dispositions of real any assets or property and related assets in connection with among (i) Permitted Sale-Leasebacks or the Borrowers and the Subsidiary Guarantors and (ii) Securitization Transactions; provided thatthe Non-Guarantor Subsidiaries; (i) the abandonment or other Disposition of patents, trademarks or other Intellectual Property that are, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value reasonable judgment of the assets so sold; (f) the transactions described on Schedule 7.4(f) Parent Borrower, no longer economically practicable to maintain or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, useful in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value conduct of the assets so soldbusiness of the Parent Borrower and its Subsidiaries taken as a whole and (ii) licensing of Intellectual Property in the ordinary course of business; (g) any Disposition by the sale Parent Borrower or other disposition any of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)its Subsidiaries, provided that (i) at the time Net Cash Proceeds of each such Disposition do not exceed $15,000,000 and after giving effect to such sale or disposition, (ii) the aggregate book value Net Cash Proceeds of all assets so sold or disposed of Dispositions in any Fiscal Year shall made pursuant to this paragraph (g) do not exceed $25,000,000; (h) any other Asset Sales by the Parent Borrower or any of its Subsidiaries the Net Cash Proceeds of which other Asset Sales do not exceed $110,000,000 in the aggregate after the Closing Date, provided that in the case of any such Asset Sale, an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of such Fiscal Year and Dispositions less the Reinvested Amount is applied in accordance with subsection 3.4(b); (iii) in the opinion of a Responsible Officer the purchase price with respect any involuntary Disposition due to such sale casualty or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed ofcondemnation; and (hj) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessany Disposition set forth on Schedule 7.5(j).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose Dispose of any of its property, business Property or assets businesses (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Person, except: (a) the sale or other disposition Disposition of obsolete, surplus obsolete or worn out property Property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsbusiness; (ic) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (iiDispositions permitted by SECTION 7.4(b) sales or other dispositions of Cash Equivalents in the ordinary course of businesshereof; (d) as permitted by subsection 7.3(b);the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor, (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold;Intentionally deleted, (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold;Intentionally deleted, (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)the Disposition Assets, provided that PROVIDED that: (i) no Termination Event has occurred, (ii) the Administrative Agent and the Required Lenders and the Borrower shall have agreed, using their respective reasonable judgment, on the specific assets comprising the Disposition Asset being sold, (iii) each sale of a Disposition Asset is pursuant to an arms length transaction, including without limitation, the term of and interest rate on any Asset Note (hereinafter defined), (iv) the purchase price for each sale of a Disposition Asset is paid at least half in cash at the closing of the sale and not more than half of the purchase price is paid pursuant to a purchase money note (the "Asset Note") from a credit worthy entity or secured by appropriate collateral, that is supported by appropriate financial information and/or evidence establishing adequate collateral coverage, as the case may be, which evidence is delivered to the Administrative Agent not less than ten (10) days prior to the closing of the sale of the applicable Disposition Asset, (v) if the purchase price for the sale of a Disposition Asset is paid entirely in cash, regardless of when the Disposition Asset is sold (unless at the time of and after giving effect any sale of a Disposition Asset all of the Borrower Obligations have been paid in full), 50% of the Net Proceeds received by the Borrower (or other Loan Party which is the seller of the Disposition Asset) is paid to such the Administrative Agent at the closing of the sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and thereafter when received; or (iivi) in the opinion of a Responsible Officer if the purchase price with respect for the Disposition Asset is paid part in cash and part pursuant to such an Asset Note, regardless of when the Disposition Asset is sold, (unless at the time of any sale of a Disposition Asset all of the Borrower Obligations have been paid in full) (1) 50% of the Net Proceeds received in cash by the Borrower (or other Loan Party which is the Seller of the Disposition Assets) is paid to the Administrative Agent at the closing of the sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; thereafter when received, and (h2) subject the Asset Note is delivered and endorsed to the Administrative Agent to hold, for itself and the other terms Lenders, as secured parties, in accordance with the Guarantee and provisions hereofCollateral Agreement as additional collateral for the obligations of the Borrower and the Guarantors to the Lenders, leases or subleases together with a letter directing the maker thereof to remit all payments due and to become due thereunder directly to the Administrative Agent until written notice to the contrary is given by the Administrative Agent, (or assignment 3) all payments paid to the Administrative Agent under any Asset Note shall be retained by the Administrative Agent and the Lenders until the Lenders shall have received 50% of leases) the purchase price of real property the Disposition Asset and interest thereon as provided in the ordinary course Asset Note, after which, the Administrative Agent shall continue to hold the Asset Note but, provided no Termination Event has occurred, the Administrative Agent shall remit to the Borrower any subsequent payments received under the Asset Note. (vii) the proceeds of businesssale of the Disposition Assets allocated to the Borrower shall be deposited in the Borrower's accounts at the offices of the Administrative Agent and shall be available to the Borrower for general working capital requirements of the Borrower and the Subsidiaries. (viii) all payments received by the Administrative Agent from the sale of the Disposition Assets shall be applied to such obligations of the Borrower to the Lenders as the Lenders deem appropriate in their sole discretion.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (gc) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)assets described in clauses (a) and (b) above) in the ordinary course of business, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year period of twelve consecutive months shall not exceed an amount equal to 10% of Shareholders' Equity at $1,000,000; (d) the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value discount without recourse of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof; (e) as permitted by subsection 8.5; (f) the sale, transfer or other disposition of assets to LegacyCo and its Subsidiaries pursuant to the Asset Transfer; (g) the sale, transfer or other disposition of intellectual property to Affiliates of the Borrower; provided that each Affiliate to which any such intellectual property is transferred (whether from the Borrower, any Subsidiary or any other Affiliate) shall have executed and delivered to the Administrative Agent a License Letter; (h) the sale, transfer or other disposition of raw materials and work-in-process inventory of LegacyCo (or, prior to the Reorganization Date, of businesses which, after the Reorganization Date, will constitute a part of LegacyCo) to contract manufacturers who will be utilized by the Borrower to manufacture inventory for LegacyCo; and (i) the sale of the manufacturing assets of the Borrower and its Subsidiaries.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or property that is no longer useful in connection with real estate development activitiesthe conduct of the business of the Borrower and its Subsidiaries; (b) the sale sale, transfer or exchange of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsor its Subsidiaries; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (gc) the sale or other disposition of any property (other than any sale assets described in clauses (a) and (b) above) in the ordinary course of business of the Borrower or other disposition which is otherwise permitted under this subsection 7.4)its Subsidiaries, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year $4,000,000 in any fiscal year and (ii) $12,000,000 in the opinion aggregate for the duration of a Responsible Officer this Agreement; (d) the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions discount without recourse of accounts receivable arising in the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value ordinary course of business of the assets so sold Borrower or disposed of; andits Subsidiaries in connection with the compromise or collection thereof; (he) subject to the licenses or sublicenses by Parent and its Subsidiaries of software, trademarks and other terms intellectual property and provisions hereofgeneral intangibles and leases, leases licenses or subleases (or assignment of leases) of real other property in the ordinary course of businessbusiness and which do not materially interfere with the business of Parent or any Subsidiary. (f) Hedsxxxx (X.K.) Limited, an English corporation with Registration Number 2721000, xxy sell accounts receivable pursuant to that certain Factoring Deed, dated March 9, 1993, among Hedsxxxx (X.K.) Limited, Hedsxxxx Xxxporation and Barclays Commercial Services Limited (and any replacement facility at a similar amount and on substantially similar terms); (g) as permitted by subsection 11.5(b); (i) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business of the Borrower or its Subsidiaries; (j) transfers resulting from any casualty or condemnation of property or assets; (k) the sale of the accounts receivable of Subsidiaries of Parent in connection with the trade receivable financing transaction reasonably acceptable to the Administrative Agent; provided that all of the Net Proceeds of each such sale are applied to the mandatory prepayment of the Tranche A Loans and the Tranche B Loans as required by subsection 7.5(g); and (l) Asset Swaps by the Borrower or its Subsidiaries with respect to assets with an aggregate fair market value not to exceed $1,000,000 per fiscal year. Any Collateral which is sold, transferred or otherwise conveyed pursuant to this subsection 11.6 to a Person other than the Parent and its Subsidiaries shall, upon the consummation of such sale in accordance with the terms of this Agreement and the other Credit Documents, be released from the Liens granted pursuant to the Security Documents and each Lender hereby authorizes and instructs the Administrative Agent to take such action as the Borrower reasonably may request to evidence such release.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale sale, lease, transfer or exchange of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (c) transfers resulting from any casualty or condemnation of property or assets; (d) as permitted by subsection 7.3(b)intercompany sales or transfers of assets made in the ordinary course of business; (e) sales and dispositions licenses, leases or subleases of real tangible property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion ordinary course of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldbusiness; (f) any consignment arrangements or similar arrangements for the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, assets in the opinion ordinary course of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so soldbusiness; (g) the sale or other disposition discount of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (h) the sale of receivables in connection with any Permitted Receivables Program; (i) licensing and cross-licensing arrangements involving technology or other intellectual property of the Borrower or a Subsidiary in the ordinary course of business; (j) sales, transfers or other dispositions of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary of the Borrower; (k) conveyances, sales, leases, assignments, transfers or other dispositions of any of its property, business or assets if the Net Proceeds thereof shall be used by the Borrower or such Subsidiary to acquire assets to be employed in the business (including any Similar Business) of the Borrower or its Subsidiaries or make Acquisitions of Persons engaged in a Similar Business in accordance with Section 8.02(a) within 365 days of receipt thereof; provided, that if such Net Proceeds are not so used, an amount equal to the Cumulative Asset Sale Amount determined on the last day of each such 365-day period, if any, shall be applied toward the prepayment of the Loans and the permanent reduction of the Commitments on the 366th day after receipt of such Net Proceeds (each, a "Required Prepayment Date"); and (l) the conveyance, sale, assignment or other disposition of assets, in addition to those permitted by any other clause of this Section 8.05, provided, that the aggregate value of all such assets conveyed, sold, assigned or otherwise disposed of pursuant to this Section 8.05(l) during the term of this Agreement shall not exceed 7.5% of the Consolidated Total Assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property disposed of in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory property that is no longer useful in the ordinary course conduct of the Borrower's business (including sales disposed of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (b) the sale, transfer or exchange of inventory in the ordinary course of business; (c) transfers resulting from any casualty or condemnation of property or assets; (d) as permitted by subsection 7.3(b)any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash; provided that the aggregate net cash proceeds of the sales and transfers made pursuant to this Section 8.6(d) in the aggregate do not exceed $3,000,000 in any fiscal year; (e) intercompany sales and dispositions or transfers of real property and related assets made in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactionsthe ordinary course of business; provided that, that in no event may the opinion Borrower or its Domestic Subsidiaries transfer assets to any Foreign Subsidiaries having a value in excess of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold$5,000,000; (f) the transactions described on Schedule 7.4(f) licenses or any sale or other disposition sublicenses of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any intellectual property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year general intangibles and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereoflicenses, leases or subleases (or assignment of leases) of real other property in the ordinary course of business which do not materially interfere with the business of Holdings and its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (h) the sale or discount of overdue Accounts Receivable and lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) leases and sales of Leased Equipment and Chattel Paper in connection with any Lease Transaction and discounting programs and any refinancings thereof; (j) dispositions permitted by Section 8.5(ii); and (k) the sale of a line of business; provided that the aggregate net cash proceeds of the sale made pursuant to this Section 8.6(k) do not exceed $10,000,000 (the "Designated Asset Sale").

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not (x) a wholly-owned Restricted Subsidiary, pro pro-rata to the owners of the equity securities of such Restricted Subsidiary or (y) a Subsidiary Guarantor, to any Restricted Subsidiary), except: (a) the sale or other disposition of uneconomical, obsolete, surplus or worn out property assets in the ordinary course of business or business, including, without limitation, in connection with store closures and real estate development or divestiture activities; (b) the sale or other disposition of inventory Inventory and other Current Assets in the ordinary course of business (including sales of inventory Inventory and other Current Assets in connection with closed stores or stores to be closed or sold and sales of discontinued inventoryInventory pursuant to the Business Plan) and transfers of inventory and equipment assets among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of businessbusiness in each case at fair market value and on commercially reasonable terms; (d) as permitted by subsection 7.3(b8.4(b); (e) sales and dispositions the OSS Disposition; (f) Asset Sales of real property and related any assets (other than, directly or indirectly, Inventory) in connection with (i) Permitted Sale-Leasebacks or Securitization Transactions, provided that (i) in the case of an Asset Sale in connection with a Permitted Sale-Leaseback to the extent otherwise permitted hereunder (other than an Asset sale in connection with a Securitization Transaction), the proceeds of any such Permitted Sale-Leaseback shall be entirely in cash and shall be not less than 100% of the fair market value of the assets being sold (as determined by the Borrower in good faith) and (ii) Securitization Transactions; provided that, in the opinion case of an Asset Sale in connection with a Securitization Transaction (which may be in the form of a Responsible Officercapital contribution to the relevant Securitization Entity), the purchase price (including the Capital Stock of any Securitization Entity owned by the Borrower or any Restricted Subsidiary) with respect to each such sale the assets sold or disposition represents disposed shall be not less than the fair market value of such assets (as determined by the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received Borrower in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"good faith), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than, directly or indirectly, Inventory and other Current Assets, and other than any sale or other disposition which is otherwise permitted under this subsection 7.48.5), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book fair market value of all assets so sold or disposed of in any Fiscal Year pursuant to this paragraph (g) shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and125,000,000; (h) subject to the other terms and provisions hereof, leases or subleases (or assignment assignments of leases) or licenses or sublicenses (or assignments of real property licenses or sublicenses) of any assets in the ordinary course of business; (i) sales and other dispositions of assets in connection with Investments (other than Investments received in respect of the sale or disposition of Fixed Assets) permitted under subsection 8.8; (j) sales or other dispositions of Accounts, credit card receivables and related assets in connection with a Credit Card Program; and (k) issuances, sales and other dispositions of Capital Stock by any Credit Card Subsidiary to any Person so long as after giving effect thereto, such Credit Card Subsidiary remains a Subsidiary; provided that the foregoing limitations are not intended to prevent the Borrower from rejecting leases or contracts in connection with the Reorganization Cases.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale any sale, transfer or other disposition lease of obsolete, surplus or worn out property assets in the ordinary course of business business, which assets are no longer necessary or required in connection with real estate development activitiesthe conduct of the Borrowers’ or their Subsidiaries’ business; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) transactions involving the sale or discount lease of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents inventory in the ordinary course of business; (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection in the ordinary course of business of such accounts receivable; (d) as permitted by subsection 7.3(b)Section 6.3; (e) sales and in addition to the above subsections 6.4(a) through 6.4(d), conveyances, sales, leases, assignments, transfers or other dispositions of real property assets of the Borrowers or any Subsidiary thereof; provided, that the aggregate amount of such conveyances, sales, leases, assignments, transfers and related assets other dispositions, determined in connection accordance with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided thatGAAP, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value any fiscal year of the Company does not exceed ten percent (10%) of the Company’s consolidated total assets so sold;as of the beginning of such fiscal year, and provided, further, that such conveyances, sales, leases, assignments, transfers or other dispositions are for consideration which the officers or Board of Directors of the applicable Borrower or Subsidiary deems to be fair and reasonable; and (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with a Permitted Securitization Facility. Notwithstanding the foregoing, the Company may not convey, sell, lease, assign, transfer or otherwise dispose of the Office Property to any transaction described on such Schedule Person; provided, however, that the Company shall have the right to transfer the entire Office Property to another Borrower (the "Scheduled Asset Sales"a “Permitted Transferee”), provided that, upon the following terms and conditions: (I) no Event of Default then exists nor will an Event of Default occur as a result of such transfer and the Administrative Agent shall continue to have a first priority Lien on the Office Property after such transfer occurs (subject only to Permitted Liens that are referred to in the Schedule to the Mortgage and/or the title policy referred to in Section 5.16); (II) the Company shall have delivered written notice to Agent of the terms of such prospective transfer not less than sixty (60) days before the date on which such transfer is scheduled to close (or such shorter period as shall be agreed to by the Administrative Agent in its sole discretion) and, concurrently therewith, all such information concerning the Permitted Transferee as the Administrative Agent shall reasonably require; (III) the Company shall have paid to the Administrative Agent, concurrently with the closing of such prospective transfer, all out-of-pocket costs and expenses, including reasonable attorneys’ fees and recording and title fees and costs, incurred by the Administrative Agent in connection therewith; (IV) the Permitted Transferee shall assume all of the obligations and liabilities as the “Mortgagor” under the Mortgage as and when the same are due and, prior to or concurrently with the closing of such transfer, such Permitted Transferee shall execute, without any cost or expense to the Administrative Agent, such documents and agreements as the Administrative Agent shall reasonably require to evidence and effectuate such assumption (including, but not limited to, any amendment to the Mortgage to memorialize such transfer); (V) the Company and the Permitted Transferee, without any cost to Agent, shall furnish any information requested by the Administrative Agent for the preparation of, and shall authorize the Administrative Agent to file, any new financing statements and financing statement amendments and other documents requested by the Administrative Agent, and shall execute any additional documents reasonably requested by the Administrative Agent; (VI) the Company shall have delivered to the Administrative Agent, without any cost or expense to Agent, such endorsements to the Administrative Agent’s title insurance policy insuring that fee simple title to the Property is vested in the Permitted Transferee and such other title endorsements as the Administrative Agent may deem reasonably necessary or desirable as a result of such transfer, all in form and substance satisfactory to the Administrative Agent; and (VII) the Permitted Transferee shall have furnished to the Administrative Agent all appropriate documents evidencing Transferee’s organization and good standing, and the qualification of the signers to execute any documents required by the Administrative Agent in connection with the assumption of the Mortgage; and (VIII) the Permitted Transferee shall furnish to the Administrative Agent an opinion of a Responsible Officer counsel satisfactory to the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of Administrative Agent in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price its reasonable judgment with respect to such sale or other disposition (except with respect to sales or other dispositions matters as the aggregate purchase price with respect to which does not exceed $10,000,000) represents Administrative Agent may reasonably request regarding the fair value Permitted Transferee and the assumption of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessMortgage.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Primary Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Wholly Owned Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsoleteinventory, surplus or worn of surplus, obsolete or worn- out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale assets, whether now owned or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents hereafter acquired, in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (fb) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, other property or assets in the opinion ordinary course of a Responsible Officer business (it being understood that this shall not include the purchase price with respect to each such sale represents the fair value or other disposition of the assets so soldall or substantially all of any business unit); (gc) the sale or other disposition of any property or assets (other than any sale or other disposition which is otherwise permitted under this subsection 7.4assets described in clauses (a) and (b) above), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book market value of all assets so sold or disposed of in any Fiscal Year period of twelve consecutive months shall not exceed an amount equal to 10% of Shareholders' Equity at $20,000,000; (d) the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales discount without recourse of accounts receivable or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable in connection with the compromise or collection thereof, provided that, in the case of any Foreign Subsidiary of the Primary Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business; (e) the sale or other disposition of any assets or property by the Primary Borrower or any of its Subsidiaries to the Primary Borrower or any Wholly Owned Subsidiary of the Primary Borrower; provided that, in the case of any such fixed capital asset that is subject to any Lien created and existing under the Security Documents and the fair value of which exceeds $5,000,000, such Lien may not be released upon such disposition unless such disposition is for fair value as evidenced by a certificate of a Responsible Officer of the Primary Borrower. (f) the sale of the Capital Stock or all or substantially all of the assets of the Subsidiaries of the Primary Borrower contemplated in the side letter of the Primary Borrower to the Administrative Agent delivered on the date hereof; provided that any such sale is consummated for fair value as determined at the time of consummation in good faith by the board of directors or comparable body of the Primary Borrower. (g) as permitted by subsection 14.4(b) or (c); (h) pursuant to Sale and Leaseback Transactions permitted by subsection 14.10; (i) the abandonment, sale or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Primary Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Primary Borrower and its Subsidiaries taken as a whole; (j) any sale or other disposition of the property of the Primary Borrower or any of its Subsidiaries set forth on Schedule 14.5(j); (k) any sale or other disposition of the property of the Primary Borrower or any of its Subsidiaries, so long as the Net Proceeds of any such sale or other disposition do not exceed $50,000,000 in the aggregate after the Closing Date, provided that an amount equal to 100% of the Net Proceeds of such sale or other disposition less the Reinvested Amount is applied in accordance with subsection 9.5(d); and (l) any issuance, sale or other disposition of preferred stock (or equivalent equity interest) of any Subsidiary constituting Indebtedness created, incurred, assumed or existing in compliance with subsection 14.1.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose Dispose of any of its property, Property or business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Person, except: (a) the sale or other disposition Disposition of obsoletesurplus, surplus obsolete or worn out property in the ordinary course of business (including the expiration or in connection with real estate development activitiestermination of leasehold interests related to receiving station leases); (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsbusiness; (ic) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of businessDispositions permitted by Section 7.4(b); (d) as permitted by subsection 7.3(b)Dispositions in the normal course of the Borrower's business of non-operating assets unnecessary for the continued operation of the Borrower's business; (e) sales Dispositions of assets to the extent such assets are replaced with assets providing the same function for the Borrower and dispositions its Subsidiaries as such replaced assets provided; provided that the fair market value of real property and related assets in connection with all such Dispositions (determined at the time thereof) shall not exceed (i) Permitted Sale-Leasebacks or $10,000,000 in any year and (ii) Securitization Transactions; provided that, $50,000,000 in the opinion of aggregate on a Responsible Officer, cumulative basis after the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldClosing Date; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value Disposition of the assets so soldreal property, improvements and equipment associated with the non operating facilities at Hamixxxx City, California and Santa Barbara, California; (g) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (h) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), portion of the Borrower's portfolio of marketable securities; provided that (i) at the time proceeds of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of are applied as set forth in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed ofSection 2.12(b); and (hi) subject additional Dispositions not to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property exceed $5,000,000 in the ordinary course of businessaggregate on a cumulative basis after the Closing Date.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (including, without limitation, including receivables and leasehold interests) (other than leases or rentals of revenue earning equipment in the ordinary course of business), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock Stock, to any Person (other than the Borrower than, subject to any applicable limitations set forth in subsection 8.5, Holdings or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Holdings, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale or other Disposition of inventory any Inventory or Rental Fleet in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsbusiness; (ic) the sale or discount without recourse of accounts receivable or credit card receivables notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents thereof; provided that, in the ordinary course case of any Foreign Subsidiary of the Parent Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) as permitted by subsection 7.3(b)8.5(b) or 8.5(c) and pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) sales and dispositions subject to any applicable limitations set forth in subsection 8.5, Dispositions of real any assets or property and related assets in connection with (i) Permitted Sale-Leasebacks or among the Qualified Loan Parties and (ii) Securitization Transactions; provided that, in among the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldNon-Guarantor Subsidiaries; (f) (i) the transactions described on Schedule 7.4(f) or any sale abandonment or other disposition Disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales")patents, provided thattrademarks or other Intellectual Property that are, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value reasonable judgment of the assets so soldParent Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole and (ii) licensing of Intellectual Property in the ordinary course of business; (g) any Disposition by the sale Parent Borrower or other disposition any of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)its Subsidiaries, provided that (i) at the time Net Cash Proceeds of each such Disposition do not exceed $10,000,000 and after giving effect to such sale or disposition, (ii) the aggregate book value Net Cash Proceeds of all assets so sold or disposed of Dispositions in any Fiscal Year shall made pursuant to this paragraph (g) do not exceed $20,000,000; (h) any other Asset Sales by the Parent Borrower or any of its Subsidiaries the Net Cash Proceeds of which other Asset Sales do not exceed $100,000,000 in the aggregate after the Closing Date, provided that in the case of any such Asset Sale, an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of such Fiscal Year and Dispositions less the Reinvested Amount is applied in accordance with subsection 4.4(b); (iii) in the opinion of a Responsible Officer the purchase price with respect any involuntary Disposition due to such sale casualty or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed ofcondemnation; and (hj) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessany Disposition set forth on Schedule 8.6(j).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer (including any disposition to a Delaware Divided LLC pursuant to a Delaware LLC Division), or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale any sale, transfer or other disposition lease of obsolete, surplus or worn out property assets in the ordinary course of business business, which assets are no longer necessary or required in connection with real estate development activitiesthe conduct of the Borrowers’ or their Subsidiaries’ business; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) transactions involving the sale or discount lease of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents inventory in the ordinary course of business; (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection in the ordinary course of business of such accounts receivable; (d) as permitted by subsection 7.3(bSection 6.03 (other than to the extent permitted by reference to this Section 6.04); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks any conveyance, sale, lease assignment, transfer or (ii) Securitization Transactions; provided that, in the opinion other disposition as part of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldPermitted Restructuring; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so soldPermitted Securitization Facility or a Permitted Factoring Facility; (g) the sale dispositions resulting from any casualty events, eminent domain, or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; andcondemnation; (h) subject the sale or issuance of (i) equity interests in a Borrower or a Subsidiary to any Borrower or (ii) the other terms and provisions hereof, equity of a Foreign Subsidiary that is not a Borrower to another Foreign Subsidiary that is not a Borrower; (i) leases or subleases (or assignment of leases) of real property estate entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of any Borrower or any Subsidiary; and (j) other conveyances, sales, leases, assignments, transfers or other dispositions of assets of the Borrowers or any Subsidiary; provided, that, the aggregate amount of such conveyances, sales, leases, assignments, transfers and other dispositions, determined in accordance with GAAP, in any fiscal year of the Company does not exceed ten percent (10%) of Consolidated Total Assets as of the beginning of such fiscal year (it being understood that such 10% limitation is exclusive of conveyances, sales or other dispositions pursuant to a Permitted Securitization Facility or a Permitted Factoring Facility); provided, further, that, such conveyances, sales, leases, assignments, transfers or other dispositions (other than in connection with a Permitted Restructuring) are for consideration which the officers or board of directors of the applicable Borrower or Subsidiary deems to be fair and reasonable.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale sale, lease, transfer or exchange of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (c) transfers resulting from any casualty or condemnation of property or assets; (d) as permitted by subsection 7.3(b)intercompany sales or transfers of assets made in the ordinary course of business; (e) sales and dispositions licenses, leases or subleases of real tangible property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion ordinary course of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldbusiness; (f) any consignment arrangements or similar arrangements for the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, assets in the opinion ordinary course of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so soldbusiness; (g) the sale or other disposition discount of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (h) the sale of receivables in connection with any Permitted Receivables Program; (i) licensing and cross-licensing arrangements involving technology or other intellectual property of the Borrower or a Subsidiary in the ordinary course of business; (j) sales, transfers or other dispositions of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary of the Borrower; (k) conveyances, sales, leases, assignments, transfers or other dispositions of any of its property, business or assets if the Net Proceeds thereof shall be used by the Borrower or such Subsidiary to acquire assets to be employed in the business (including any Similar Business) of the Borrower or its Subsidiaries or make Acquisitions of Persons engaged in a Similar Business in accordance with Section 8.02(a) within 365 days of receipt thereof; provided, that if such Net Proceeds are not so used, an amount equal to the Cumulative Asset Sale Amount determined on the last day of each such 365-day period, if any, shall be applied toward the prepayment of the Loans and the permanent reduction of the Revolving Commitments on the 366th day after receipt of such Net Proceeds in accordance with Section 2.05(d) (each, a "Required Prepayment Date"); and (l) the conveyance, sale, assignment or other disposition of assets, in addition to those permitted by any other clause of this Section 8.05, provided, that the aggregate value of all such assets conveyed, sold, assigned or otherwise disposed of pursuant to this Section 8.05(l) during the term of this Agreement shall not exceed 7.5% of the Consolidated Total Assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Company, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock Stock, to any Person (other than the Borrower Company or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Guarantor, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business business, or in connection with the lease of any surplus real estate development activitiesproperty; (b) the sale or other Disposition of inventory any property (including Inventory) in the ordinary course of business (including sales Dispositions of inventory timber properties in connection with closed stores and sales the management thereof or in connection with tax free or similar exchanges for other properties) or any “fee in lieu” or other disposition of discontinued inventory) and transfers of inventory and equipment among assets to any governmental authority or agency but that continues in use by the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsCompany or any Subsidiary; (ic) the sale or discount without recourse for credit risk of accounts receivable, notes receivable, drafts or other instruments (and intangibles related thereto) arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or credit card receivables for notes receivable, drafts or other instruments in connection with the compromise or collection thereof thereof, including, without limitation, any such sale or pursuant to discount made in connection with a supply chain arrangement involving the Existing Receivables Transactions Company and/or any of its Subsidiaries and a buyer of the Inventory of the Company or any other Securitization Transactions and (ii) sales its Subsidiaries or other dispositions of Cash Equivalents receivables discount program, but in each case excluding any securitization or similarly structured transaction (including any Permitted Securitization Transaction) (any such transaction, a “Permitted Receivables Transaction”; provided that, in the ordinary course case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) (i) as permitted by subsection 7.3(b)8.5, (ii) constituting Investments permitted by subsection 8.8, (iii) constituting a Restricted Payment permitted by subsection 8.7 and (iv) pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) sales the sale, transfer or discount of Receivables (and dispositions of real property and intangibles related assets in connection with (ithereto) pursuant to any Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldTransaction; (f) (i) Dispositions of any assets or property by the transactions described on Schedule 7.4(fCompany or any of its Subsidiaries to the Company, any Wholly Owned Subsidiary of the Company, any Subsidiary Guarantor or any other Subsidiary of the Company; provided that (i) any such Disposition by the Company shall (x) not be prohibited by subsection 8.5(a) and (y) be to a Subsidiary Guarantor or to a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that Dispositions by the Company to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (ii) below, not in excess of $300,000,000 in the aggregate; (ii) any such Disposition by a Subsidiary Guarantor of all or substantially all of its assets must be to (A) the Company, (B) another Subsidiary Guarantor, or (C) a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that any Disposition by a Subsidiary Guarantor to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (i) above, not in excess of $300,000,000 in the aggregate, (iii) any such Disposition by a Wholly Owned Subsidiary of the Company not permitted pursuant to clause (i) or any sale (ii) above shall be to the Company, a Subsidiary Guarantor or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value another Wholly Owned Subsidiary of the assets so soldCompany, and (iv) any such Disposition by a Subsidiary of the Company which is not a Wholly Owned Subsidiary shall be to the Company or any other Subsidiary; (g) the sale abandonment or other disposition Disposition of any property (other than any sale patents, trademarks or other disposition which is otherwise permitted under this subsection 7.4)intellectual property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; (h) any Asset Sale by the Company or any of its Subsidiaries, provided that the Net Cash Proceeds of each such Asset Sale do not exceed $25,000,000 and the aggregate Net Cash Proceeds of all Asset Sales in any fiscal year made pursuant to this subsection (h) do not exceed $100,000,000; (i) at (x) any Asset Sale contemplated on Schedule 8.6(i), or (y) any other Asset Sales by the time Company or any of and after giving effect to such sale or dispositionits Subsidiaries, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) provided that in the opinion case of a Responsible Officer the purchase price any such Asset Sale under this clause (y), (1) with respect to any Asset Sale (or group of related Asset Sales) having a purchase price in excess of $75,000,000 on an individual basis, the Person making such sale Asset Sale shall receive not less than 75% of such consideration in the form of cash or other disposition Cash Equivalents; provided that (except A) for the purposes of this subclause (1), any securities received by a Person making an Asset Sale from the applicable purchaser that are converted into cash within 180 days following the closing of the applicable Asset Sale shall be deemed to be cash to the extent of the cash received that is applied to prepay Loans or reinvested in accordance with subsection 4.2(b)(ii) and (B) any liabilities (as shown or included on the Company’s or such Subsidiary’s most recent balance sheet provided hereunder (or in the footnotes thereto) of the Company or such Subsidiary) with respect to sales or other dispositions Indebtedness secured by a first-priority Lien on the aggregate purchase price assets subject to such Asset Sale (including, without limitation, any Financing Lease) that are assumed by the transferee with respect to the applicable Asset Sale and for which does not exceed $10,000,000the Company and/or any applicable Subsidiaries obligated thereunder shall have been validly released by all applicable creditors in writing shall be deemed to be cash; and (2) represents the fair value Net Cash Proceeds of such Asset Sale less the assets so sold or disposed ofReinvested Amount is applied in accordance with subsection 4.2(b)(ii); and (hj) subject any issuance or sale of Capital Stock (other than Disqualified Stock) by a Subsidiary of the Company to the Company or to another Subsidiary of the Company, or to another Person (other terms than the Company and provisions hereofits Subsidiaries) to the extent constituting an Investment permitted by subsection 8.8. Notwithstanding subsections 8.5, leases 8.6, 8.7 and 8.8, in no event shall the Company or subleases (any Subsidiary that is a Subsidiary Guarantor make any Disposition, Restricted Payment, Investment or assignment of leases) of real property enter into any other transaction that results in the ordinary course transfer of businessownership of any Material Intellectual Property owned by a Loan Party to any Subsidiary that is not a Loan Party; it being understood and agreed that this paragraph is not intended to prohibit licenses that do not materially interfere with the conduct of the business of the Loan Parties and that do not materially detract from the value of the business of the Loan Parties, taken as a whole (it being further understood that such licenses may be exclusive with respect to a particular usage or territory outside of the United States).

Limitation on Sale of Assets. Convey, sell, lease, assign, --------------------------------- transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (gc) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)assets described in clauses (a) and (b) above) in the ordinary course of business, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of -------- in any Fiscal Year period of twelve consecutive months shall not exceed an amount equal to 10% of Shareholders' Equity at $1,000,000; (d) the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value discount without recourse of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property accounts receivable arising in the ordinary course of businessbusiness in connection with the compromise or collection thereof; (e) as permitted by subsection 8.5; (f) the sale, transfer or other disposition of assets to LegacyCo and its Subsidiaries pursuant to the Asset Transfer; (g) the sale, transfer or other disposition of intellectual property to Affiliates of the Borrower; provided that each Affiliate to which any such intellectual property is transferred (whether from the Borrower, any Subsidiary or any other Affiliate) shall have executed and delivered to the Administrative Agent a License Letter; (h) the sale, transfer or other disposition of raw materials and work-in-process inventory of LegacyCo (or, prior to the Reorganization Date, of businesses which, after the Reorganization Date, will constitute a part of LegacyCo) to contract manufacturers who will be utilized by the Borrower to manufacture inventory for LegacyCo; and (i) the sale of the manufacturing assets of the Borrower and its Subsidiaries.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Company, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock Stock, to any Person (other than the Borrower Company or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Guarantor, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business business, or in connection with the lease of any surplus real estate development activitiesproperty; (b) the sale or other Disposition of inventory any property (including Inventory) in the ordinary course of business (including sales Dispositions of inventory timber properties in connection with closed stores and sales the management thereof or in connection with tax free or similar exchanges for other properties) or any “fee in lieu” or other disposition of discontinued inventory) and transfers of inventory and equipment among assets to any governmental authority or agency but that continues in use by the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsCompany or any Subsidiary; (ic) the sale or discount without recourse for credit risk of accounts receivable, notes receivable, drafts or other instruments (and intangibles related thereto) arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or credit card receivables for notes receivable, drafts or other instruments in connection with the compromise or collection thereof thereof, including, without limitation, any such sale or pursuant to discount made in connection with a supply chain arrangement involving the Existing Receivables Transactions Company and/or any of its Subsidiaries and a buyer of the Inventory of the Company or any other Securitization Transactions and (ii) sales its Subsidiaries or other dispositions of Cash Equivalents receivables discount program, but in each case excluding any securitization or similarly structured transaction (including any Permitted Securitization Transaction) (any such transaction, a “Permitted Receivables Transaction”; provided that, in the ordinary course case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) (i) as permitted by subsection 7.3(b8.5(b), (ii) constituting Investments permitted by subsection 8.8, (iii) constituting a Restricted Payment permitted by subsection 8.7 and (iv) pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) sales the sale, transfer or discount of Receivables (and dispositions of real property and intangibles related assets in connection with (ithereto) pursuant to any Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldTransaction; (f) (i) Dispositions of any assets or property by the transactions described on Schedule 7.4(fCompany or any of its Subsidiaries to the Company, any Wholly Owned Subsidiary of the Company, any Subsidiary Guarantor or any other Subsidiary of the Company; provided that (i) any such Disposition by the Company shall (x) not be prohibited by subsection 8.5(a) and (y) be to a Subsidiary Guarantor or to a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that Dispositions by the Company to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (ii) below, not in excess of $300,000,000 in the aggregate; (ii) any such Disposition by a Subsidiary Guarantor of all or substantially all of its assets must be to (A) the Company, (B) another Subsidiary Guarantor, or (C) a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that any Disposition by a Subsidiary Guarantor to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (i) above, not in excess of $300,000,000 in the aggregate, (iii) any such Disposition by a Wholly Owned Subsidiary of the Company not permitted pursuant to clause (i) or any sale (ii) above shall be to the Company, a Subsidiary Guarantor or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value another Wholly Owned Subsidiary of the assets so soldCompany, and (iv) any such Disposition by a Subsidiary of the Company which is not a Wholly Owned Subsidiary shall be to the Company or any other Subsidiary; (g) the sale abandonment or other disposition Disposition of any property (other than any sale patents, trademarks or other disposition which is otherwise permitted under this subsection 7.4)intellectual property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; (h) any Asset Sale by the Company or any of its Subsidiaries, provided that (i) at the time Net Cash Proceeds of and after giving effect to each such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does Asset Sale do not exceed $10,000,00025,000,000 and the aggregate Net Cash Proceeds of all Asset Sales in any fiscal year made pursuant to this subsection (h) represents the fair value of the assets so sold or disposed ofdo not exceed $50,000,000; and (hi) (x) any Asset Sale contemplated on Schedule 8.6(i), or (y) any other Asset Sales by the Company or any of its Subsidiaries, provided that in the case of any such Asset Sale under this clause (y), (1) with respect to any Asset Sale (or group of related Asset Sales) having a purchase price in excess of $75,000,000 on an individual basis, the Person making such Asset Sale shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided that (A) for the purposes of this subclause (1), any securities received by a Person making an Asset Sale from the applicable purchaser that are converted into cash within 180 days following the closing of the applicable Asset Sale shall be deemed to be cash to the extent of the cash received that is applied to prepay Loans or reinvested in accordance with subsection 4.2(b)(ii) and (B) any liabilities (as shown or included on the Company’s or such Subsidiary’s most recent balance sheet provided hereunder (or in the footnotes thereto) of the Company or such Subsidiary) with respect to Indebtedness secured by a first-priority Lien on the assets subject to such Asset Sale (including, without limitation, any Financing Lease) that are assumed by the other terms transferee with respect to the applicable Asset Sale and provisions hereof, leases or subleases for which the Company and/or any applicable Subsidiaries obligated thereunder shall have been validly released by all applicable creditors in writing shall be deemed to be cash; and (or assignment 2) the Net Cash Proceeds of leases) of real property such Asset Sale less the Reinvested Amount is applied in the ordinary course of businessaccordance with subsection 4.2(b)(ii).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interestsinterests and Capital Stock or equity interests in any Subsidiary that is or is required to be a Borrower hereunder), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale any sale, transfer or other disposition lease of obsolete, surplus or worn out property assets in the ordinary course of business business, which assets are no longer necessary or required in connection with real estate development activitiesthe conduct of the Borrowers’ or their Subsidiaries’ business; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) transactions involving the sale or discount lease of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents inventory in the ordinary course of business; (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection in the ordinary course of business of such accounts receivable; (d) as permitted by subsection 7.3(b)Section 6.3; (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks any conveyance, sale, lease assignment, transfer or (ii) Securitization Transactions; provided that, in the opinion other disposition as part of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldPermitted Restructuring; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold;Permitted Securitization Facility; and (g) in addition to the sale above subsections 6.4(a) through 6.4(f), conveyances, sales, leases, assignments, transfers or other disposition dispositions of assets of the Borrowers or any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)Subsidiary thereof; provided, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value amount of all assets so sold or disposed of such conveyances, sales, leases, assignments, transfers and other dispositions, determined in accordance with GAAP, in any Fiscal Year shall fiscal year of the Company does not exceed an amount equal to ten percent (10% %) of Shareholders' Equity at the Company’s consolidated total assets as of the beginning of such Fiscal Year and fiscal year (ii) in the opinion it being understood that such 10% limitation is exclusive of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to conveyances, sales or other dispositions pursuant to a Permitted Securitization Facility), and provided, further, that such conveyances, sales, leases, assignments, transfers or other dispositions (other than in connection with a Permitted Restructuring) are for consideration which the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value officers or Board of Directors of the assets so sold applicable Borrower or disposed of; and (h) subject Subsidiary deems to the other terms be fair and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessreasonable.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, or issue or sell any shares of such any Restricted Subsidiary's Capital Stock Equity Interests to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a whollyDomestic Wholly-owned Owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition discount without recourse of obsolete, surplus or worn out property any accounts receivable arising in the ordinary course of business or in connection with real estate development activitiesthe compromise or collection thereof; (b) the sale of inventory Hydrocarbons in the ordinary course of business (including sales of inventory in connection with closed stores as and sales of discontinued inventory) and transfers of inventory and equipment among when produced or after the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsproduction thereof; (ic) as permitted by subsection 8.5(b) or subsection 8.15; (d) the sale abandonment, farm-out, exchange, lease or discount sublease of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions Oil and (ii) sales or other dispositions of Cash Equivalents Gas Properties not containing Proved Reserves in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales the sale of Oil and dispositions of real property and related assets Gas Properties in connection with (i) Permitted Sale-Leasebacks tax credit transactions complying with Section 29 of the Code or (ii) Securitization Transactions; provided thatany other analogous provision whether now existing or hereafter enacted, which sale does not result in a reduction in the opinion of a Responsible OfficerBorrower's or its Restricted Subsidiaries', as the purchase price with respect case may be, right to each receive the cash flow from such Oil and Gas Properties and which sale or disposition represents is on terms reasonably acceptable to the fair value of the assets so soldAdministrative Agent; (f) the transactions described on Schedule 7.4(f) or any sale sales or other disposition dispositions of Proved Reserves or Equity Interests in any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)Restricted Subsidiary owning Proved Reserves, provided that (i) at the time of and after giving effect if availability under this Agreement is to such sale or dispositionbe governed by a borrowing base, the aggregate book value amount of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect of Proved Reserves or of Equity Interests in Restricted Subsidiaries owning Proved Reserves made pursuant to which does this subsection 8.6(f) during any Borrowing Base Period may not exceed $10,000,00025,000,000, unless, simultaneously with any such sale or disposition which (together with prior sales or other dispositions made pursuant to this subsection 8.6(f) represents during such Borrowing Base Period) exceeds the fair value foregoing limit, the Borrowing Base is adjusted by an amount agreed to at the time by the Supermajority Lenders pursuant to the procedures set forth in subsection 4.9, and if availability under this Agreement is not then being governed by a borrowing base, the amount of all sales and other dispositions of Proved Reserves or of Equity Interests in Restricted Subsidiaries owning Proved Reserves made pursuant to this subsection 8.6(f) during any twelve-month period may not exceed $30,000,000; (ii) any sale or disposition of Equity Interests in a Restricted Subsidiary must be of all Equity Interests owned, directly or indirectly, by the assets so sold Borrower; and (iii) any conversion of a Restricted Subsidiary, which owns, directly or disposed ofindirectly, Proved Reserves, to an Unrestricted Subsidiary in conformity with subsection 8.17 shall be deemed to be a sale of such Proved Reserves for purposes of this subsection 8.6; (g) sales or other dispositions of Property not constituting Oil and Gas Properties, accounts receivable or Equity Interests in any Restricted Subsidiaries; and (h) subject to dispositions occurring as the other terms and provisions hereofresult of a casualty event, leases event of loss, condemnation or subleases (or assignment of leases) of real property in the ordinary course of businessexpropriation.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, negligible, surplus or worn out property disposed of in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory property that is no longer used or useful in the ordinary course conduct of the US Borrower's business (including sales disposed of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (b) the sale, transfer or exchange of inventory in the ordinary course of business; (c) transfers resulting from any casualty or condemnation of property or assets; (d) so long as permitted immediately before and after giving effect thereto no Default or Event of Default exists, any sale or other transfer of any property or assets having an aggregate fair market value not exceeding 10% of consolidated total assets of the US Borrower and its Subsidiaries prior to giving effect to such disposition, PROVIDED that the Net Cash Proceeds of each such transaction are applied to the prepayment of the Loans to the extent required by subsection 7.3(b)2.9; (e) intercompany sales and dispositions or transfers of real property and related assets in connection with made (i) Permitted Sale-Leasebacks or in the ordinary course of business, (ii) Securitization Transactions; provided thatbetween Credit Parties, in the opinion of a Responsible Officer, the purchase price with respect (iii) from Credit Parties to each Subsidiaries which are not Credit Parties if such sale sales or disposition represents the transfers are for at least fair market value of the assets so soldor (iv) between Subsidiaries which are not Credit Parties; (f) the transactions described on Schedule 7.4(f) licenses or any sale or other disposition sublicenses of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any intellectual property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year general intangibles and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereoflicenses, leases or subleases (or assignment of leases) of real other property in the ordinary course of business and which do not materially interfere with the business of the US Borrower and its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (h) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) dispositions permitted by subsection 8.5; and (j) the sale of assets to the extent that such assets are exchanged for credit against the purchase price of productive assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of productive assets.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, tax benefits, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: acquired except (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale that, in the reasonable judgment of the Company, has become uneconomic, obsolete or other disposition worn out, and which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of business; (b) for sales of inventory and receivables made in the ordinary course of business; (c) that any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or a wholly-owned Subsidiary of the Company and any Subsidiary of the Company may sell or otherwise dispose of, or part with control of any or all of, the stock of any Subsidiary to a wholly-owned Subsidiary of the Company or a Subsidiary of the Company may merge with the Company (so long as the Company is the surviving corporation) or another Subsidiary, PROVIDED that no such transaction may be effected if it would result in the transfer of any assets of, or any stock of, a Subsidiary to another Subsidiary whose capital stock has not been pledged to the Administrative Agent or which has pledged a lesser percentage of its capital stock to the Administrative Agent than was pledged by the transferor Subsidiary; and (d) for the sale or other disposition by the Company or any of its Subsidiaries of other assets consummated after the Closing Date, PROVIDED that (i) such sale or other disposition shall be made for fair value on an arm's-length basis and (ii) the aggregate fair market value of all such assets sold or disposed of under this clause (d) (and the proceeds of which are not reinvested within one year in similar assets) shall not exceed 20% of the consolidated total assets of the Company and its Subsidiaries as of the Closing Date; PROVIDED that in no event shall the Company or any of its Subsidiaries sell any assets pursuant to this clause (d) if the revenue generated by such assets would have exceeded 20% of the consolidated net revenue of the Company and its Subsidiaries for the preceding fiscal year.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of any of its property, business or assets (including, without limitation, including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (db) as permitted by subsection 7.3(b)the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ec) sales and dispositions of real property and related assets in connection with (i) Permitted any Shareholder Asset Sale-Leasebacks or (ii) Securitization Transactions; provided that, in that the opinion Borrower shall comply with the terms of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldSection 3.2; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (gd) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at all or substantially all the time Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and after giving effect to such sale or disposition, its Restricted Subsidiaries and by the aggregate book value other holders of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning Capital Stock of such Fiscal Year and Subsidiary or Investment Firm) or (ii) in all or substantially all the opinion assets of a Responsible Officer Restricted Subsidiary or Investment Firm; provided that the purchase price Borrower shall comply with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value terms of the assets so sold or disposed ofSection 3.2; and (he) subject the sale of assets at fair value, as determined in good faith by the Borrower’s Board of Directors, so long as no Default exists or would result therefrom, the Borrower is in compliance with the financial covenants on a pro forma basis and the aggregate amount of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessall such sales does not at any time exceed $35,000,000.

Limitation on Sale of Assets. Convey(a) Company will not, sell, lease, assign, transfer and will not cause or otherwise dispose of permit any of its propertyRestricted Subsidiaries to, business directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash or Cash Equivalents and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (includingas determined by either (a) the Board of Directors of the Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, without limitation, receivables and leasehold interestsas the case may be), whether now owned in each case whose determination shall be conclusive); provided that the amount of: (i) any securities, notes or hereafter acquiredother obligations received by the Company or any such Restricted Subsidiary in connection with such transfer that are within 90 days converted, sold or exchanged by the Company or such Restricted Subsidiary into cash (to the extent of the cash received); (ii) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in the Asset Sale; and (iii) any payment, or assumption, of Indebtedness which is related to the assets sold in the Asset Sale shall be deemed “cash” for purposes of this provision. With respect to an Asset Swap constituting an Asset Sale, the Company or any Restricted Subsidiary shall be required to receive in cash (as such term is deemed to be defined for purposes of this paragraph (a)) or Cash Equivalents an amount equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap. (b) If all or a portion of the Net Cash Proceeds of any Asset Sale are not required to be applied to repay permanently any Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness then outstanding as required by the terms thereof, or the Company determines not to apply such Net Cash Proceeds to the permanent prepayment of such Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness, or if no such Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness is then outstanding, then the Company or a Restricted Subsidiary may within 30 days before or 365 days after the Asset Sale invest the Net Cash Proceeds in properties and other assets that (as determined by either (a) the Board of Directors of the Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, as the case may be), in each case whose determination shall be conclusive) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in a Permitted Business of the Company or its Restricted Subsidiaries, or, if and to the extent that, within 365 days after the applicable Asset Sale, the Company or a Restricted Subsidiary, as the case may be, has entered into and not abandoned or rejected a binding agreement to purchase such properties or assets to replace the properties and assets that were the subject of the applicable Asset Sale, the Company or a Restricted Subsidiary may, within 180 days after the end of such 365 day period, invest the Net Cash Proceeds in such properties or assets. The amount of such Net Cash Proceeds not used or invested within 365 days or 545 days, as applicable, of the Asset Sale as set forth in this paragraph constitutes “Excess Proceeds.” (c) When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase (an “Excess Proceeds Offer”) from all holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of any Restricted Subsidiary, Indebtedness issued with original issue or sell any shares discount) of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Excess Proceeds Price (as defined herein) of all Notes tendered) and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Restricted Subsidiary's Capital Stock Pari Passu Indebtedness, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the “Excess Proceeds Offer Date”) such Excess Proceeds Offer is consummated (the “Excess Proceeds Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Excess Proceeds Price of the Notes tendered pursuant to the Excess Proceeds Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Excess Proceeds Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) Upon the commencement of an Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10; (2) the Note Amount, the Excess Proceeds Price and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed, or such later date as may be necessary to comply with the requirements of the Exchange Act (the “Excess Proceeds Payment Date”); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrete or accrue interest after the Excess Proceeds Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Person Excess Proceeds Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Excess Proceeds Payment Date; (other 7) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the Borrower or any wholly owned Subsidiary Guarantor orExcess Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if such Restricted Subsidiary is not the aggregate principal amount of Notes surrendered by Holders exceeds the Note Amount, the Company shall select the Notes to be purchased on a wholly-owned Restricted Subsidiary, pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the owners unpurchased portion of the equity Notes surrendered (or transferred by book-entry transfer). The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities of laws and regulations thereunder to the extent such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores laws and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables regulations are applicable in connection with the compromise or collection thereof or pursuant to repurchase of the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions Notes as a result of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b);an Asset Sale. (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in On the opinion of a Responsible OfficerExcess Proceeds Payment Date, the purchase price Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Proceeds Offer; (2) deposit with the Paying Agent an amount equal to the Excess Proceeds Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to each such sale be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or disposition represents portions thereof being repurchased by the fair value Company. The Company shall publicly announce the results of the assets so sold;Excess Proceeds Offer on the Excess Proceeds Payment Date. (f) The Paying Agent shall promptly mail to each Holder of Notes so tendered the transactions described Excess Proceeds Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Excess Proceeds Payment Date is on Schedule 7.4(f) or after an interest record date and on or before the related interest payment date, any sale or other disposition accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of any asset received in exchange for any asset described business on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales")record date, provided that, in the opinion of a Responsible Officer the purchase price with respect and no Additional Interest shall be payable to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject Holders who tender Notes pursuant to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessExcess Proceeds Offer.

Limitation on Sale of Assets. Convey, sell, lease, assign, ---------------------------- transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock Stock, to any Person (other than the Borrower or any wholly owned a Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Borrower, except: (a) the sale or other disposition Disposition of obsolete, surplus (i) obsolete or worn out property property, whether now owned or hereafter acquired, in the ordinary course of business or in connection with real estate development activities(ii) any Inventory not included as Eligible Inventory by virtue of clause (f) or (g) of the definition of Eligible Inventory; (b) the sale or other Disposition of inventory in the ordinary course of business any property (including sales of inventory in connection with closed stores Inventory and sales of discontinued inventoryIntellectual Property) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (c) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or 105 exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof; (d) as permitted by subsection 7.3(b9.1(b); (e) sales and dispositions the abandonment or other Disposition of real property and related assets in connection with (i) Permitted Sale-Leasebacks patents, trademarks or (ii) Securitization Transactions; provided thatother Intellectual Property that are, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value reasonable judgment of the assets so soldBorrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (f) Dispositions of any assets or property by the transactions described on Schedule 7.4(f) Borrower or any sale wholly owned Subsidiary of the Borrower (i) to the Borrower or any wholly owned Subsidiary of the Borrower or (ii) so long as no Default or Event of Default has occurred and is continuing, to the U.S. Borrower or any of its Subsidiaries (other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"than RealCo), provided that, that Dispositions of assets or -------- property in the opinion ordinary course of business to the U.S. Borrower or any of its Subsidiaries shall not be prohibited pursuant to this clause (ii) notwithstanding the occurrence and continuance of a Responsible Officer the purchase price with respect to each such sale represents the fair value Default or an Event of the assets so sold;Default; and (g) Dispositions of assets in a transaction or series of related transactions for Net Cash Proceeds not in excess of the sale Canadian Dollar equivalent (determined on the basis of the Current Exchange Rate in effect on the Business Day immediately preceding the date of such Disposition) of $15,000,000 in any such transaction or other disposition series of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)related transactions, provided that (i) at no Default or Event of Default has occurred or is -------- continuing or would occur as a result thereof, (ii) such Net Cash Proceeds are applied to the time repayment of the Extensions of Credit pursuant to subsection 5.2(c) and (iii) notwithstanding the foregoing, no Disposition constituting a Mixed Asset Sale shall be permitted hereunder if, after giving effect to such sale or dispositionthereto, the aggregate book value sum of (A) the U.S. Dollar equivalent (determined on the basis of all assets so sold or disposed then Current Exchange Rates from time to time) of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year Aggregate Asset Sale Shortfall Amount and (iiB) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not U.S. Aggregate Asset Sale Shortfall Amount would exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessU.S.$15,000,000.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Company, issue or sell any shares of such Restricted Subsidiary's Capital Stock Stock, to any Person (other than the Borrower Company or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Company, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out any property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventoryInventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (db) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof provided that, in the case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business and the aggregate amount of any such recourse shall be included in the determination of such Foreign Subsidiary's Indebtedness for purposes of Section 8.2(g) hereof; (c) as permitted by subsection 7.3(b)Section 8.5(b) hereof and pursuant to Sale and Leaseback Transactions permitted by Section 8.11 hereof; (d) Dispositions of any assets or property by the Company or any of its Subsidiaries to the Company or any Wholly Owned Subsidiary of the Company; (e) sales and dispositions the abandonment or other Disposition of real patents, trademarks or other intellectual property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided thatthat are, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value reasonable judgment of the assets so soldCompany, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; provided that an amount equal to 100% of the Net Cash Proceeds of any such abandonment or other Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement; (f) Asset Sales or other Dispositions by the transactions described on Schedule 7.4(f) Company or any of its Subsidiaries so long as (i) the aggregate consideration received by the Company or such Subsidiary in connection therewith is not less than the fair market value of the property subject of such Asset Sale or Disposition and (unless otherwise consented to by the Required Purchasers) at least 75% of such consideration is cash, provided that with respect to the sale or other disposition Disposition by the Company of Audio Consultants Co. Ltd., the minimum cash consideration shall be at least 50%, (ii) the Net Cash Proceeds of any asset such Asset Sale or Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement, provided that the Company shall not be obligated to so apply the Net Cash Proceeds from any Asset Sale or Disposition until each such time that the cumulative Net Cash Proceeds from such Asset Sales and Dispositions that have theretofore not been applied in accordance with Section 4.4 of the Senior Credit Agreement equals or exceeds $100,000 and (iii) unless otherwise consented to by the Purchasers (which consent shall not be unreasonably withheld), the Net Cash Proceeds to be received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (Asset Sale or Disposition to be retained by the "Scheduled Asset Sales")Company with the consent of the Administrative Agent or the holders of the Senior Loans under the Senior Credit Agreement do not exceed $10,000,000, provided thatthat such Net Cash Proceeds shall not be applied to the payment of any Indebtedness (whether principal, in interest accrued thereon or costs, expenses or other amounts connected therewith) ranking pari passu with, or subordinated to, the opinion of a Responsible Officer Company's Obligations under the purchase price with respect to each such sale represents Senior Secured Notes and other Note Documents without the fair value prior written consent of the assets so soldRequired Purchasers; (g) the sale of all or other disposition any part of any property (other than any sale the assets or other disposition which is otherwise permitted under this subsection 7.4)Capital Stock of the Subsidiary or Subsidiaries comprising the Company's military antennae business, provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of any such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect Asset Sale is applied to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value mandatory prepayments of the assets so sold Senior Loans pursuant to the Senior Credit Agreement, in accordance with Section 4.4(d) thereof (or disposed ofany successor provision); (h) the Disposition by the Company and its Affiliates, in one or more transactions, of all or part of its hearing aid business (including any real estate associated therewith) provided, that each such Disposition is to a non-Affiliate of the Company, is for cash consideration and is entered into on arms length terms; and (hi) subject (x) the issuance of Preferred Stock or common stock and warrants to purchase Preferred Stock or common stock of the Company in consummation of the Telex Exchange or any exchange, subsequent to the other terms Telex Exchange, of New Telex Subordinated Notes and/or Preferred Stock or common stock and provisions hereof, leases warrants to purchase Preferred Stock or subleases common stock of the Company for the 10.5% Subordinated Notes and the 11% Subordinated Notes and (y) the issuance of registered securities substantially identical to the New Telex Subordinated Notes and the Preferred Stock or assignment common stock and warrants to purchase Preferred Stock or common stock of leases) the Company in exchange for the New Telex Subordinated Notes and the Preferred Stock or common stock and the warrants to purchase Preferred Stock or common stock of real property in the ordinary course Company pursuant to the registration obligations of businessthe Company under the Telex Exchange.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Company, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock Stock, to any Person (other than the Borrower Company or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Guarantor, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business business, or in connection with the lease of any surplus real estate development activitiesproperty; (b) the sale or other Disposition of inventory any property (including Inventory) in the ordinary course of business (including sales Dispositions of inventory timber properties in connection with closed stores and sales the management thereof or in connection with tax free or similar exchanges for other properties) or any “fee in lieu” or other disposition of discontinued inventory) and transfers of inventory and equipment among assets to any governmental authority or agency but that continues in use by the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirementsCompany or any Subsidiary; (ic) the sale or discount without recourse for credit risk of accounts receivable, notes receivable, drafts or other instruments (and intangibles related thereto) arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or credit card receivables for notes receivable, drafts or other instruments in connection with the compromise or collection thereof thereof, including, without limitation, any such sale or pursuant to discount made in connection with a supply chain arrangement involving the Existing Receivables Transactions Company and/or any of its Subsidiaries and a buyer of the Inventory of the Company or any other Securitization Transactions and (ii) sales its Subsidiaries or other dispositions of Cash Equivalents receivables discount program, but in each case excluding any securitization or similarly structured transaction (including any Permitted Securitization Transaction) (any such transaction, a “Permitted Receivables Transaction”); provided that, in the ordinary course case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) (i) as permitted by subsection 7.3(b)8.5, (ii) constituting Investments permitted by subsection 8.8, (iii) constituting a Restricted Payment permitted by subsection 8.7 and (iv) pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) sales the sale, transfer or discount of Receivables (and dispositions of real property and intangibles related assets in connection with (ithereto) pursuant to any Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so soldTransaction; (f) (i) Dispositions of any assets or property by the transactions described on Schedule 7.4(fCompany or any of its Subsidiaries to the Company, any Wholly Owned Subsidiary of the Company, any Subsidiary Guarantor or any other Subsidiary of the Company; provided that (i) any such Disposition by the Company shall (x) not be prohibited by subsection 8.5(a) and (y) be to a Subsidiary Guarantor or to a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that Dispositions by the Company to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (ii) below, not in excess of $500,000,000 in the aggregate; (ii) any such Disposition by a Subsidiary Guarantor of all or substantially all of its assets must be to (A) the Company, (B) another Subsidiary Guarantor, or (C) a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that any Disposition by a Subsidiary Guarantor to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (i) above, not in excess of $500,000,000 in the aggregate, (iii) any such Disposition by a Wholly Owned Subsidiary of the Company not permitted pursuant to clause (i) or any sale (ii) above shall be to the Company, a Subsidiary Guarantor or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value another Wholly Owned Subsidiary of the assets so soldCompany, and (iv) any such Disposition by a Subsidiary of the Company which is not a Wholly Owned Subsidiary shall be to the Company or any other Subsidiary; (g) the sale abandonment or other disposition Disposition of any property (other than any sale patents, trademarks or other disposition which is otherwise permitted under this subsection 7.4)intellectual property that are, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole; (h) any Asset Sale by the Company or any of its Subsidiaries, provided that the Net Cash Proceeds of each such Asset Sale do not exceed $50,000,000 and the aggregate Net Cash Proceeds of all Asset Sales in any fiscal year made pursuant to this subsection (h) do not exceed $200,000,000; (i) at (x) any Asset Sale contemplated on Schedule 8.6(i), or (y) any other Asset Sales by the time Company or any of and after giving effect to such sale or dispositionits Subsidiaries, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) provided that in the opinion case of a Responsible Officer the purchase price any such Asset Sale under this clause (y), (1) with respect to any Asset Sale (or group of related Asset Sales) having a purchase price in excess of $100,000,000 on an individual basis, the Person making such sale Asset Sale shall receive not less than 75% of such consideration in the form of cash or other disposition Cash Equivalents; provided that (except A) for the purposes of this subclause (1), any securities received by a Person making an Asset Sale from the applicable purchaser that are converted into cash within 180 days following the closing of the applicable Asset Sale shall be deemed to be cash to the extent of the cash received that is applied to prepay Loans or reinvested in accordance with subsection 4.2(b)(ii) and (B) any liabilities (as shown or included on the Company’s or such Subsidiary’s most recent balance sheet provided hereunder (or in the footnotes thereto) of the Company or such Subsidiary) with respect to sales or other dispositions Indebtedness secured by a first-priority Lien on the aggregate purchase price assets subject to such Asset Sale (including, without limitation, any Financing Lease) that are assumed by the transferee with respect to the applicable Asset Sale and for which does not exceed $10,000,000the Company and/or any applicable Subsidiaries obligated thereunder shall have been validly released by all applicable creditors in writing shall be deemed to be cash; and (2) represents the fair value Net Cash Proceeds of such Asset Sale less the assets so sold or disposed ofReinvested Amount is applied in accordance with subsection 4.2(b)(ii); and (hj) subject any issuance or sale of Capital Stock (other than Disqualified Stock) by a Subsidiary of the Company to the Company or to another Subsidiary of the Company, or to another Person (other terms than the Company and provisions hereofits Subsidiaries) to the extent constituting an Investment permitted by subsection 8.8. Notwithstanding subsections 8.5, leases 8.6, 8.7 and 8.8, in no event shall the Company or subleases (any Subsidiary that is a Subsidiary Guarantor make any Disposition, Restricted Payment, Investment or assignment of leases) of real property enter into any other transaction that results in the ordinary course transfer of businessownership of any Material Intellectual Property owned by a Loan Party to any Subsidiary that is not a Loan Party; it being understood and agreed that this paragraph is not intended to prohibit licenses that do not materially interfere with the conduct of the business of the Loan Parties and that do not materially detract from the value of the business of the Loan Parties, taken as a whole (it being further understood that such licenses may be exclusive with respect to a particular usage or territory outside of the United States).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (includingassets, without limitation, including receivables and leasehold interestsinterests (each, a “Disposition”) (other than leases and subleases in the ordinary course of business), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Restricted Subsidiary's ’s Capital Stock Stock, to any Person (other than the Borrower or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Borrower, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out or surplus property or assets, whether now owned or hereafter acquired, in the ordinary course of business; (b) the sale or other Disposition of any property or assets in the ordinary course of business or in connection with real estate development activitiesan Exempt Sale and Leaseback Transaction; (bc) the sale or other Disposition of inventory accounts receivable pursuant to any Factoring Transaction; (d) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among business, or the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale conversion or discount exchange of accounts receivable into or credit card receivables for notes receivable, in connection with the compromise or collection thereof thereof; provided that, in the case of any Foreign Subsidiary of the Borrower, any such sale or pursuant discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (e) any Disposition of Capital Stock of a Subsidiary that becomes a Parent Entity (“New Parent”), including as a result of a merger of the Borrower with a Subsidiary in which (x) previously outstanding Capital Stock of the Borrower is converted into or becomes a right to receive Capital Stock of a New Parent and (y) Capital Stock of the Borrower as the continuing or surviving Person in such merger consist of Capital Stock directly or indirectly held by a New Parent; (f) subject to any applicable limitations set forth in Section 7.5, Dispositions of any assets or property by the Borrower or any of its Subsidiaries to the Existing Receivables Transactions Borrower or any Wholly Owned Subsidiary of the Borrower; (i) the abandonment or other Securitization Transactions Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole and (ii) sales or other dispositions licensing of Cash Equivalents intellectual property in the ordinary course of business; (dh) as permitted any Disposition by subsection 7.3(b)the Borrower or any of its Subsidiaries, provided that the Net Cash Proceeds of each such Disposition do not exceed $[ ] and the aggregate Net Cash Proceeds of all Dispositions in any fiscal year made pursuant to this paragraph (h) do not exceed $[ ]; (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks any Asset Sale by the Borrower or (ii) Securitization Transactions; provided thatany other Loan Party, or other Disposition by any other Subsidiary of the Borrower, the Net Cash Proceeds of which, together with the Net Cash Proceeds of other Asset Sales and Dispositions pursuant to this Section 7.6(i), do not exceed $[ ] in the opinion of a Responsible Officer, aggregate after the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)Closing Date, provided that (i) at in the time case of and after giving effect to any such sale or dispositionAsset Sale, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of all such Fiscal Year and (ii) Asset Sales less the Reinvested Amount is applied in the opinion of a Responsible Officer the purchase price accordance with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed ofSection 3.4(c)(i)(2); and (hj) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessany Disposition set forth on Schedule 7.6(j).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a 86 80 wholly-owned Restricted Subsidiary, pro pro-rata to the owners of the equity securities of such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents or Temporary Cash Equivalent Investments in the ordinary course of business; (d) as permitted by subsection 7.3(b8.5(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f8.6(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale by the Borrower or any Restricted Subsidiary of all or a portion of (or any interest in) the Purchased Credit Facilities and the Repurchased Put Bonds; (h) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.48.6), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and; (hi) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of business; and (j) the sale or other disposition of the Investments described as items 1 and 2 in Schedule 8.9(i)(A) under the heading "Kmart Corporation Other Investments".

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not (x) a wholly-owned Restricted Subsidiary, pro pro-rata to the owners of the equity securities of such Restricted Subsidiary or (y) a Subsidiary Guarantor, to any Restricted Subsidiary), except: (a) the sale or other disposition of uneconomical, obsolete, surplus or worn out property assets in the ordinary course of business or business, including, without limitation, in connection with store closures and real estate development or divestiture activities; (b) the sale or other disposition of inventory Inventory and other Current Assets not subject to Liens in the ordinary course of business (including sales of inventory Inventory and other Current Assets not subject to Liens in connection with closed stores or stores to be closed or sold and sales of discontinued inventoryInventory pursuant to the Business Plan) and transfers of inventory and equipment assets among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of businessbusiness in each case at fair market value and on commercially reasonable terms; (d) as permitted by subsection 7.3(b8.4(b); (e) sales and dispositions the OSS Disposition; (f) Asset Sales of real property and related any assets (other than, directly or indirectly, Inventory) in connection with (i) Permitted Sale-Leasebacks or Securitization Transactions, provided that (i) in the case of an Asset Sale in connection with a Permitted Sale-Leaseback to the extent otherwise permitted hereunder (other than an Asset sale in connection with a Securitization Transaction), the proceeds of any such Permitted Sale-Leaseback shall be entirely in cash and shall be not less than 100% of the fair market value of the assets being sold (as determined by the Borrower in good faith) and (ii) Securitization Transactions; provided that, in the opinion case of an Asset Sale in connection with a Securitization Transaction (which may be in the form of a Responsible Officercapital contribution to the relevant Securitization Entity), the purchase price (including the Capital Stock of any Securitization Entity owned by the Borrower or any Restricted Subsidiary) with respect to each such sale the assets sold or disposition represents disposed shall be not less than the fair market value of such assets (as determined by the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received Borrower in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"good faith), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than, directly or indirectly, Inventory and other Current Assets, and other than any sale or other disposition which is otherwise permitted under this subsection 7.48.5), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book fair market value of all assets so sold or disposed of in any Fiscal Year pursuant to this paragraph (f) shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and125,000,000; (h) subject to the other terms and provisions hereof, leases or subleases (or assignment assignments of leases) or licenses or sublicenses (or assignments of real property licenses or sublicenses) of any assets in the ordinary course of business; (i) sales and other dispositions of assets in connection with Investments (other than Investments received in respect of the sale or disposition of Fixed Assets) permitted under subsection 8.8; (j) sales or other dispositions of Accounts, credit card receivables and related assets in connection with a Credit Card Program; and (k) issuances, sales and other dispositions of Capital Stock by any Credit Card Subsidiary to any Person so long as after giving effect thereto, such Credit Card Subsidiary remains a Subsidiary.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables including Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary), except:, (a) the sale or other disposition of obsolete, surplus obsolete or worn out property in the ordinary course of business or in connection with real estate development activities; business; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b); (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value of the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property in the ordinary course of business; (c) the sale of Eligible Commodities and Eligible RINs in the ordinary course of business; (d) sales or other than dispositions of Investments permitted under Section 8.8 in the ordinary course of business; (e) leases or subleases of real property not material to the business of any Loan Party entered into in the ordinary course of business; (f) the sale or other disposition which is otherwise permitted under this subsection 7.4), provided that discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (ig) any Disposition of Acquisition Assets so long as at the time of and after giving effect to such sale or dispositionDisposition, Total Acquisition Facility Acquisition Extensions of Credit (after giving effect to any repayment of the aggregate book value of all assets so sold or disposed of Acquisition Facility occurring in any Fiscal Year shall connection with such Disposition) do not exceed an amount equal the Eligible Acquisition Asset Value, and no Default or Event of Default shall have occurred and be continuing; (h) sales or other Dispositions permitted under Section 8.4 (other than Section 8.4(d)); (i) any Disposition by a Loan Party to 10% another Loan Party; (j) any Disposition listed on Schedule 8.6; (k) any Restricted Payment permitted by Section 8.5 and any Investment permitted by Section 8.8; (l) any of Shareholders' Equity at the beginning following: (i) the termination or unwinding of such Fiscal Year and any Financial Hedging Agreement or Commodity OTC Agreement; (ii) in the opinion surrender, modification, release or waiver of a Responsible Officer contract rights; or (iii) the purchase price with respect to such sale settlement, release, modification, waiver or surrender of contract, tort or other disposition claims of any kind; and (except m) Dispositions by a Loan Party of Subject Natural Gas Receivables to a Subject Utility pursuant to a Natural Gas Transaction; and (m)(n) Dispositions of Accounts Receivable pursuant to a Permitted Securitization that complies with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessSection 8.19.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (including, without limitation, including receivables and leasehold interests) (other than leases or rentals of revenue earning equipment in the ordinary course of business), whether now owned or hereafter acquired, or, in the case of any Restricted SubsidiarySubsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary's Capital Stock Stock, to any Person (other than the Borrower than, subject to any applicable limitations set forth in subsection 8.5, Holdings or any wholly owned Wholly Owned Subsidiary Guarantor or, if such Restricted Subsidiary is not a wholly-owned Restricted Subsidiary, pro rata to the owners of the equity securities of such Restricted Subsidiary)Holdings, except: (a) the sale or other disposition Disposition of obsolete, surplus or worn out property or surplus property, whether now owned or hereafter acquired, in the ordinary course of business or in connection with real estate development activitiesbusiness; (b) the sale or other Disposition of inventory any Inventory or Rental Fleet in the ordinary course of business (including sales of inventory in connection with closed stores and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements;business; 144 (ic) the sale or discount without recourse of accounts receivable or credit card receivables notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents thereof; provided that, in the ordinary course case of any Foreign Subsidiary of the Parent Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business; (d) as permitted by subsection 7.3(b)8.5(b) or 8.5(c) and pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) sales and dispositions subject to any applicable limitations set forth in subsection 8.5, Dispositions of real any assets or property and related assets in connection with among (i) Permitted Sale-Leasebacks or the Qualified Loan Parties and (ii) Securitization Transactions; provided thatthe Non-Guarantor Subsidiaries; (i) the abandonment or other Disposition of patents, trademarks or other Intellectual Property that are, in the opinion of a Responsible Officer, the purchase price with respect to each such sale or disposition represents the fair value reasonable judgment of the assets so sold; (f) the transactions described on Schedule 7.4(f) Parent Borrower, no longer economically practicable to maintain or any sale or other disposition of any asset received in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"), provided that, useful in the opinion of a Responsible Officer the purchase price with respect to each such sale represents the fair value conduct of the assets so soldbusiness of the Parent Borrower and its Subsidiaries taken as a whole and (ii) licensing of Intellectual Property in the ordinary course of business; (g) any Disposition by the sale Parent Borrower or other disposition any of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4)its Subsidiaries, provided that (i) at the time Net Cash Proceeds of each such Disposition do not exceed $10,000,000 and after giving effect to such sale or disposition, (ii) the aggregate book value Net Cash Proceeds of all assets so sold or disposed of Dispositions in any Fiscal Year shall made pursuant to this paragraph (g) do not exceed $20,000,000; (h) any other Asset Sales by the Parent Borrower or any of its Subsidiaries the Net Cash Proceeds of which other Asset Sales do not exceed $100,000,000 in the aggregate after the Closing Date, provided that in the case of any such Asset Sale, an amount equal to 10100% of Shareholders' Equity at the beginning Net Cash Proceeds of such Fiscal Year and Dispositions less the Reinvested Amount is applied in accordance with subsection 4.4(b); (iii) in the opinion of a Responsible Officer the purchase price with respect any involuntary Disposition due to such sale casualty or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed ofcondemnation; and (hj) subject to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessany Disposition set forth on Schedule 8.6(j).

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary's Capital Stock to any Person (in each case, other than the Borrower or any wholly owned Subsidiary Guarantor or, if such Restricted Subsidiary is not (x) a wholly-owned Restricted Subsidiary, pro pro-rata to the owners of the equity securities of such Restricted Subsidiary or (y) a Subsidiary Guarantor, to any Restricted Subsidiary), except: (a) the sale or other disposition of uneconomical, obsolete, surplus or worn out property assets in the ordinary course of business or business, including, without limitation, in connection with store closures and real estate development or divestiture activities; (b) the sale or other disposition of inventory Inventory and other Current Assets in the ordinary course of business (including sales of inventory Inventory and other Current Assets in connection with closed stores or stores to be closed or sold and sales of discontinued inventoryInventory) and transfers of inventory and equipment assets among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (ic) the sale or discount of accounts receivable or credit card receivables arising in the ordinary course of business in connection with the compromise or collection thereof or pursuant to the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions of Cash Equivalents in the ordinary course of businessbusiness in each case at fair market value and on commercially reasonable terms; (d) as permitted by subsection 7.3(b8.4(b); (e) sales the lease, sublease or other transfer of space (by assignment of leases or otherwise) in the Borrower's and dispositions the Restricted Subsidiaries' respective stores in furtherance of real property the Business Plan and related leases of space at the Borrower's headquarters; (f) Asset Sales of any assets (other than, directly or indirectly, Inventory) in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; , provided that, that in the opinion case of an Asset Sale -74- 189 in connection with a Permitted Sale-Leaseback to the extent otherwise permitted hereunder (other than an Asset Sale in connection with a Securitization Transaction), the proceeds of any such Permitted Sale-Leaseback shall be entirely in cash and shall be not less than 100% of the fair market value of the assets being sold (as determined by the Borrower in good faith) and in the case of an Asset Sale in connection with a Securitization Transaction (which may be in the form of a Responsible Officercapital contribution to the relevant Securitization Entity), the purchase price (including the Capital Stock of any Securitization Entity owned by the Borrower or any Restricted Subsidiary) with respect to each such sale the assets sold or disposition represents disposed shall be not less than the fair market value of such assets (as determined by the assets so sold; (f) the transactions described on Schedule 7.4(f) or any sale or other disposition of any asset received Borrower in exchange for any asset described on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales"good faith), provided thatthat in addition to the foregoing requirements, in the opinion of a Responsible Officer the purchase price with respect to each such sale represents any Securitization Transaction involving any Eligible Mortgaged Real Property, the fair value Asset Sale Proceeds shall be in an amount at least equal to 54.5% of the assets so soldalternate use appraised value thereof as set forth in the Existing Appraisal for such property; (g) the sale or other disposition of the Borrower's and its Subsidiaries' Brentwood headquarters, Montxxxxxx xxxtribution center and/or Orlando distribution center, provided that if any such sale or disposition involves any Eligible Mortgaged Real Property, the Asset Sale Proceeds shall be in an amount at least equal to 54.5% of the alternate use appraised value thereof as set forth in the Existing Appraisal for such property; (h) the sale or other disposition of any property (other than, directly or indirectly, Inventory and other Current Assets, and other than any sale or other disposition which is otherwise permitted under this subsection 7.48.5), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book fair market value of all assets so sold or disposed of in any Fiscal Year pursuant to this paragraph (h) shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and125,000,000; (hi) subject to the other terms and provisions hereof, leases or subleases (or assignment assignments of leases) or licenses or sublicenses (or assignments of real property licenses or sublicenses) of any assets in the ordinary course of business; (j) sales and other dispositions of assets in connection with Investments (other than Investments received in respect of the sale or disposition of Fixed Assets) permitted under subsection 8.8; (k) sales or other dispositions of Accounts, credit card receivables and related assets in connection with a Credit Card Program; (l) issuances, sales and other dispositions of Capital Stock by any Credit Card Subsidiary to any Person so long as after giving effect thereto, such Credit Card Subsidiary remains a Subsidiary; and (m) sales and dispositions of assets pursuant to Store Closures; provided that the foregoing limitations are not intended to prevent the Borrower or any of its Restricted Subsidiaries from terminating leases or contracts in the ordinary course of business.

Limitation on Sale of Assets. Convey(a) Company will not, sell, lease, assign, transfer and will not cause or otherwise dispose of permit any of its propertyRestricted Subsidiaries to, business directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash or Cash Equivalents and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (includingas determined by either (a) the Board of Directors of the Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, without limitation, receivables and leasehold interestsas the case may be), whether now owned in each case whose determination shall be conclusive); provided that the amount of: (i) any securities, notes or hereafter acquiredother obligations received by the Company or any such Restricted Subsidiary in connection with such transfer that are within 10 days converted, orsold or exchanged by the Company or such Restricted Subsidiary into cash (to the extent of the cash received); (ii) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in the Asset Sale; and (iii) any payment, or assumption, of Indebtedness which is related to the assets sold in the Asset Sale shall be deemed "cash" for purposes of this provision. With respect to an Asset Swap constituting as Asset Sale, the Company or any Restricted Subsidiary shall be required to receive in cash (as such term is deemed to be defined for purposes of this paragraph (a)) or Cash Equivalents an amount equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap. (b) If all or a portion of the Net Cash Proceeds of any Asset Sale are not required to be applied to repay permanently any Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness then outstanding as required by the terms thereof, or the Company determines not to apply such Net Cash Proceeds to the permanent prepayment of such Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness, or if no such Indebtedness under the Credit Facilities, the Mortgage Facilities, the Vehicle Receivables Indebtedness and/or the Vehicle Inventory Indebtedness is then outstanding, then the Company or a Restricted Subsidiary may within 30 days before or 365 days after the Asset Sale invest the Net Cash Proceeds in properties and other assets that (as determined by either (a) the Board of Directors of the Company and evidenced by a board resolution or (b) the Board Designee and evidenced by a certificate (or committee resolution, as the case may be), in each case whose determination shall be conclusive) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in a Permitted Business of the Company or its Restricted Subsidiaries. The amount of such Net Cash Proceeds not used or invested within 365 days of the Asset Sale as set forth in this paragraph constitutes "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds $25 million, the Company will apply the Excess Proceeds to the repayment of the Notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase (an "Excess Proceeds Offer") from all holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the "Note Amount") equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of any Restricted Subsidiary, Indebtedness issued with original issue or sell any shares discount) of the Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Notes tendered) and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Restricted Subsidiary's Capital Stock Pari Passu Indebtedness, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the "Excess Proceeds Offer Date") such Offer is consummated (the "Excess Proceeds Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate in clause (d) below Offered Price of the Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the Notes tendered pursuant to an Excess Proceeds Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) Upon the commencement of an Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.10; (2) the Note Amount, the Excess Proceeds Price and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the "Excess Proceeds Payment Date"); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrete or accrue interest after the Excess Proceeds Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Person Excess Proceeds Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Excess Proceeds Payment Date; (other 7) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the Borrower or any wholly owned Subsidiary Guarantor orExcess Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if such Restricted Subsidiary is not the aggregate principal amount of Notes surrendered by Holders exceeds the Note Amount, the Company shall select the Notes to be purchased on a wholly-owned Restricted Subsidiary, pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the owners unpurchased portion of the equity Notes surrendered (or transferred by book-entry transfer). The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities of laws and regulations thereunder to the extent such Restricted Subsidiary), except: (a) the sale or other disposition of obsolete, surplus or worn out property in the ordinary course of business or in connection with real estate development activities; (b) the sale of inventory in the ordinary course of business (including sales of inventory in connection with closed stores laws and sales of discontinued inventory) and transfers of inventory and equipment among the Borrower and the Subsidiary Guarantors pursuant to reasonable business requirements; (i) the sale or discount of accounts receivable or credit card receivables regulations are applicable in connection with the compromise or collection thereof or pursuant to repurchase of the Existing Receivables Transactions or any other Securitization Transactions and (ii) sales or other dispositions Notes as a result of Cash Equivalents in the ordinary course of business; (d) as permitted by subsection 7.3(b);an Asset Sale. (e) sales and dispositions of real property and related assets in connection with (i) Permitted Sale-Leasebacks or (ii) Securitization Transactions; provided that, in On the opinion of a Responsible OfficerExcess Proceeds Payment Date, the purchase price Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Proceeds Offer; (2) deposit with the Paying Agent an amount equal to the Excess Proceeds Price in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to each such sale be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or disposition represents portions thereof being repurchased by the fair value Company. The Company shall publicly announce the results of the assets so sold;Excess Proceeds Offer on the Excess Proceeds Payment Date. (f) The Paying Agent shall promptly mail to each Holder of Notes so tendered the transactions described Excess Proceeds Price for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Excess Proceeds Payment Date is on Schedule 7.4(f) or after an interest record date and on or before the related interest payment date, any sale or other disposition accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of any asset received in exchange for any asset described business on such Schedule in connection with any transaction described on such Schedule (the "Scheduled Asset Sales")record date, provided that, in the opinion of a Responsible Officer the purchase price with respect and no Liquidated Damages shall be payable to each such sale represents the fair value of the assets so sold; (g) the sale or other disposition of any property (other than any sale or other disposition which is otherwise permitted under this subsection 7.4), provided that (i) at the time of and after giving effect to such sale or disposition, the aggregate book value of all assets so sold or disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the beginning of such Fiscal Year and (ii) in the opinion of a Responsible Officer the purchase price with respect to such sale or other disposition (except with respect to sales or other dispositions the aggregate purchase price with respect to which does not exceed $10,000,000) represents the fair value of the assets so sold or disposed of; and (h) subject Holders who tender Notes pursuant to the other terms and provisions hereof, leases or subleases (or assignment of leases) of real property in the ordinary course of businessExcess Proceeds Offer.