Common use of Limitation on Sale of Assets Clause in Contracts

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 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 a wholly-owned Restricted Subsidiary, except: (a) the sale or other disposition of property in the ordinary course of business; (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; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000.

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 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 's Capital Stock to any Person other than any such issue or sale of shares of Capital Stock to the Borrower or (except in the case of shares of Capital Stock of a wholly-owned Special Purpose Subsidiary) any Wholly Owned Restricted Subsidiary, except: (a) the sale or other disposition of inventory or any other property in the ordinary course of business (provided that no sale of a License or any System shall be considered to be in the ordinary course of business); (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereofas permitted by subsection 6.5(b); (c) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any Shareholder Asset SaleSale (other than any sale of receivables permitted by subsection 6.6(f)) the aggregate fair market value of the property and assets that are the subject of which is equal to or less than $25,000,000; provided that if the Borrower aggregate fair market value of the property and assets sold or otherwise disposed of pursuant to this paragraph during any period of two consecutive calendar years shall comply exceed $100,000,000, the Net Cash Proceeds of such excess property and assets, to the extent not applied to purchase other property or assets to be utilized in connection with the terms Borrower's national wireless telecommunications network within 270 days from the date of Section 3.2the applicable Asset Sale, shall be applied to effect a Pro Rata Prepayment/Commitment Reduction; (d) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any Asset Sale (other than any sale or other disposition of receivables permitted by subsection 6.6(f)) the aggregate fair market value of the property and assets that are the subject of which are in excess of $25,000,000, provided that, (i) if such Asset Sale includes one or more Licenses and, after giving effect thereto, the then aggregate number of Owned Pops would be less than 120,000,000, such Asset Sale shall have been approved by the Requisite Aggregate Lenders, (ii) to the extent the Net Cash Proceeds of such Asset Sale are in excess of $100,000,000, such excess Net Cash Proceeds shall be deposited in the Asset Sale Proceeds Sub-Account, from which the Borrower may withdraw and apply such funds, together with all earnings thereon, to the purchase, within 270 days from the date of the applicable Asset Sale, of other property or substantially assets to be utilized in connection with the Borrower's national wireless telecommunications network, (iii) the Borrower may apply such Net Cash Proceeds (whether or not required to be deposited in the Asset Sale Proceeds Sub-Account as described above) to purchase other property or assets to be utilized in connection with the Borrower's national wireless telecommunications network if the Borrower shall (A) notify the Agent reasonably promptly following the completion of such Asset Sale that it intends to do so and (B) deliver to the Agent evidence that the Borrower has, within 270 days from the date of such Asset Sale, in fact done so and (iv) if and to the extent that the aggregate amount of the Net Cash Proceeds of all such Asset Sales described in this paragraph that are not used as specified in clause (iii) of this proviso, such amount shall be applied to effect a Pro Rata Prepayment/Commitment Reduction; (e) so long as after giving effect thereto the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by Borrower is in Pro Forma Compliance, any Asset Swap, provided that, if and to the extent that the Borrower and its Restricted Subsidiaries receive consideration for the System or Systems transferred by them in connection with such Asset Swap that is in addition to the System or Systems received in exchange therefor, such Asset Swap shall be deemed to be an Asset Sale and by shall be permitted only if the other holders provisions of Capital Stock of such Subsidiary or Investment Firmsubsection 6.6(c) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000.6.6

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 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 's Capital Stock to any Person other than any such issue or sale of shares of Capital Stock to the Borrower or (except in the case of shares of Capital Stock of a wholly-owned Special Purpose Subsidiary) any Wholly Owned Restricted Subsidiary, except: (a) the sale or other disposition of inventory, or any other property in the ordinary course of business (provided that no sale of a License or any System shall be considered to be in the ordinary course of business); (b) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereofas permitted by subsection 6.5(b); (c) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any Shareholder Asset SaleSale (other than any sale of receivables permitted by subsection 6.6(f)) the aggregate fair market value of the property and assets that are the subject of which is equal to or less than $25,000,000; provided that if the Borrower aggregate fair market value of the property and assets sold or otherwise disposed pursuant to this paragraph during any period of two consecutive calendar years shall comply exceed $100,000,000, the Net Cash Proceeds of such excess property and assets, to the extent not applied to purchase other property or assets to be utilized in connection with the terms Borrower's national wireless telecommunications network within 270 days from the date of Section 3.2the applicable Asset Sale, shall be applied to effect a Pro Rata Prepayment/Commitment Reduction; (d) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any Asset Sale (other than any sale or other disposition of receivables permitted by subsection 6.6(f)) the aggregate fair market value of the property and assets that are the subject of which are in excess of $25,000,000, provided that, (i) if such Asset Sale includes one or more Licenses and, after giving effect thereto, the then aggregate number of Owned Pops would be less than 120,000,000, such Asset Sale shall have been approved by the Requisite Aggregate Lenders, (ii) to the extent the Net Cash Proceeds of such Asset Sale are in excess of $100,000,000, such excess Net Cash Proceeds shall be deposited in the Asset Sale Proceeds Sub-Account, from which the Borrower may withdraw and apply such funds, together with all earnings thereon, to the purchase, within 270 days from the date of the applicable Asset Sale, of other property or substantially assets to be utilized in connection with the Borrower's national wireless telecommunications network, (iii) the Borrower may apply such Net Cash Proceeds (whether or not required to be deposited in the Asset Sale Proceeds Sub-Account as described above) to purchase other property or assets to be utilized in connection with the Borrower's national wireless telecommunications network if the Borrower shall (A) notify the Agent reasonably promptly following the completion of such Asset Sale that it intends to do so and (B) deliver to the Agent evidence that the Borrower has, within 270 days from the date of such Asset Sale, in fact done so and (iv) if and to the extent that the aggregate amount of the Net Cash Proceeds of all such Asset Sales described in this paragraph that are not used as specified in clause (iii) of this proviso, such amount shall be applied to effect a Pro Rata Prepayment/Commitment Reduction; (e) so long as after giving effect thereto the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by Borrower is in Pro Forma Compliance, any Asset Swap, provided that, if and to the extent that the Borrower and its Restricted Subsidiaries receive consideration for the System or Systems transferred by them in connection with such Asset Swap that is in addition to the System or Systems received in exchange therefor, such Asset Swap shall be deemed to be an Asset Sale and by shall be permitted only if the other holders provisions of Capital Stock of such Subsidiary or Investment Firmsubsection 6.6(c) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000.6.6

Limitation on Sale of Assets. ConveyThe Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of any of its property, business or assets (including including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiaryof the Subsidiaries of the Company issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) sales, transfers and other dispositions by the sale Company and its Subsidiaries of (i) obsolete or other disposition worn out property in the ordinary course of business, (ii) assets no longer used or useful or necessary in the conduct of business of the Company or its Subsidiaries in the ordinary course of business for fair market value or (iii) intellectual property licenses in the ordinary course of business; (b) sales, transfers and other dispositions of property (including, without limitation, inventory) by the sale or discount without recourse of accounts receivable arising Company and its Subsidiaries to third parties in the ordinary course of business in connection with the compromise or collection thereoffor fair market value; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the sale aggregate, the Company hereby represents and warrants is not material to the conduct of the business of the Company and its Subsidiaries); (e) sales, transfers and other dispositions of assets of the Company and its Subsidiaries to Permitted Joint Ventures in accordance with the provisions of Section 11.8; (f) any Resale Transactions to Persons other than Affiliates for fair market value; (g) the disposition of cash, Cash Equivalents or the foreign equivalent of Cash Equivalents; (h) sales of Receivables and Related Assets in connection with any Receivables Facility; (i) the unwinding of any Hedging Contracts; (j) any transfer of property or assets that represents a surrender or waiver of a contract right or a settlement, surrender or release of a contract or tort claim; (k) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture agreements and similar binding agreements; provided that all Net Proceeds of such sale, transfer or other disposition are applied to the payment of the Payment Obligations as set forth in, and to the extent required by, Section 7.3(e)(ii); (l) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (m) the sale, transfer and other dispositions of the Capital Stock, Indebtedness or other securities of a Non-Recourse Subsidiary or any property (real or personal) of a Non-Recourse Subsidiary; provided, however, that all Net Proceeds of such sale, transfer or other disposition are applied to the payment of the Payment Obligations as set forth in, and to the extent required by, Section 7.3(e)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) all or substantially all such property is exchanged for credit against the Capital Stock purchase price of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) similar replacement property or (ii) all the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (o) other sales, transfers and other dispositions by the Company and its Subsidiaries which are permitted by Section 10.14, 11.3, 11.5, 11.7 or substantially all the assets 11.8; (p) sales of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply Receivables and Related Assets in connection with the terms of factoring arrangements permitted by Section 3.211.2(r) above; and (eq) sales, transfers and other dispositions by the Company and its Subsidiaries of assets not otherwise permitted under this Section 11.6; provided, that (i) no Default or Event of Default shall be in effect prior to or after giving effect to any such sale, transfer or other disposition (except in the case of any such sale, transfer or other disposition made pursuant to a legally binding commitment entered into at a time when no Default or Event of Default exists; provided, that no Default or Event of Default shall result from such sale, transfer or disposition) and (ii) at least 75% of the purchase price for such property shall be paid to the Company or such Subsidiary, as applicable, in the form of cash and Cash Equivalents; provided, however, that for the purposes of this clause (q)(ii), (x) any Designated Non-Cash Consideration in respect of such sale, transfer and other disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration in respect of all sales, transfers and other dispositions not in excess of the greater of (A) $75,000,000 and (B) 3.75% of Consolidated Total Assets of the Company and its Subsidiaries determined at the time of such sale, transfer or other disposition shall be deemed to be cash, and (y) the sale amount of assets at fair value, as determined in good faith any liabilities that are assumed by the Borrower’s Board transferor of Directors, so long as no Default exists any such assets or would result therefrom, the Borrower is are otherwise canceled in compliance connection with the financial ratios set forth in Section 7.1 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 such transaction shall be deemed to all such sales does not at any time exceed $35,000,000be cash.

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 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 a wholly-owned Restricted Subsidiary, except: (a) obsolete or worn out property disposed of in the sale ordinary course of business or other disposition property that is no longer useful in the conduct of property Holdings' business disposed of 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) any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the aggregate fair market value of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed the Equivalent Amount of $12,500,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; (f) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and 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 without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (ci) any Shareholder Asset Salethe sale of the accounts receivable of Subsidiaries of Holdings in connection with a trade receivable financing transaction reasonably acceptable to the Specified Agent; provided that all of the Borrower shall comply with Net Cash Proceeds of each such sale are applied to the terms prepayment of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held Term Loans as required by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2subsection 2.10; and (ej) the sale of assets at fair value, as determined in good faith dispositions permitted 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000subsection 8.5.

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 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 's Capital Stock to any Person other than the Borrower or any wholly owned Domestic Subsidiary that is a wholly-owned Restricted SubsidiaryGuarantor, except: (a) the sale or other disposition of property inventory in the ordinary course of business; (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; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2as permitted by subsection 9.5(b); (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; Asset Sales, provided that the Borrower shall comply with the terms of Section 3.2; and (ew) the sale consideration received for such Asset Sale is in an amount at least equal to the fair market value of the property, business or assets at fair value, sold in connection therewith (as determined in good faith by the Borrower’s Board of DirectorsDirectors of Parent), so long (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 no Default exists or would result therefromif 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 5.1(c) and (z) after giving effect to such any such Asset Sale, the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount cumulative EBITDA of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant 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 sales 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 at constitute more than $1,000,000; and provided, further, that neither the Borrower nor any time exceed 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 other property, including leasehold interests, in the ordinary course of business in an aggregate amount not exceeding $35,000,000250,000 in any fiscal year, commencing with the 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 of the Indianapolis Property) and the sale of the Indianapolis Property; and (f) the sale, transfer or other disposition of any asset in the ordinary course of business which is obsolete for its intended use.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) Dispose of any of its propertyProperty or business (including, 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) the Disposition of surplus, obsolete or worn out property in the ordinary course of business (including the expiration or termination of leasehold interests related to receiving station leases); (b) the sale or other disposition of property inventory in the ordinary course of business; (bc) Dispositions permitted by Section 7.4(b); (d) 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) Dispositions of assets to the extent such assets are replaced with assets providing the same function for the Borrower and its Subsidiaries as such replaced assets provided; provided that the fair market value of all such Dispositions (determined at the time thereof) shall not exceed (i) $10,000,000 in any year and (ii) $50,000,000 in the aggregate on a cumulative basis after the Closing Date; (f) Disposition of the real property, improvements and equipment associated with the non operating facilities at Hamixxxx City, California and Santa Barbara, California; (g) the sale or discount without recourse issuance of accounts receivable arising in any Subsidiary's Capital Stock to the ordinary course of business in connection with the compromise Borrower or collection thereofany Wholly Owned Subsidiary Guarantor; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (dh) the sale or other disposition of (i) all or substantially all any portion of the Capital Stock Borrower's portfolio of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firmmarketable securities; provided that the Borrower shall comply with the terms proceeds of such sale are applied as set forth in Section 3.22.12(b); and (ei) additional Dispositions not to exceed $5,000,000 in 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 ratios set forth in Section 7.1 aggregate on a pro forma cumulative basis and after 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 all such sales does not at any time exceed $35,000,000Closing Date.

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 receivables including, without limitation, receivables, leasehold interests and leasehold interestsits interest in the LLC), 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 a wholly-owned Restricted Subsidiary, except: (a) obsolete or worn out property disposed of in the sale ordinary course of business or other disposition property that is no longer useful in the conduct of property the Borrower's business disposed of in the ordinary course of business; (b) transfers resulting from any casualty or condemnation of property or assets; (c) any sale or other transfer at fair market value 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 (c) in the aggregate do not exceed $5,000,000 in any fiscal year; (d) intercompany sales or transfers of assets made in the ordinary course of business; (e) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (cf) licenses or sublicenses of intellectual property and general intangibles (other than any Shareholder Asset Sale; provided that Station Licenses) and licenses, leases or subleases of other property (other than any Station Licenses) in each case in the Borrower shall comply ordinary course of business and which do not materially interfere with the terms business of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; andSubsidiaries; (eg) dispositions permitted by subsection 7.4; (h) the sale of assets at any Broadcasting Asset for aggregate consideration equal to the fair value, market value of such Broadcasting Asset (as determined in good faith by the Borrower’s Board board of Directorsdirectors of the Borrower or the applicable Subsidiary), so long as provided that (i) after giving effect to such sale, no Default or Event of Default exists or would result therefromshall be continuing, the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount (ii) at least 75% of all outstanding non-cash such consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower in respect thereof shall be in the form of cash and its Restricted Subsidiaries Cash Equivalents, (iii) the Net Cash Proceeds of such sale shall be applied in the manner prescribed by subsection 2.9(d) and (iv) (A) the Consolidated EBITDA of the Broadcasting Asset being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this subsection 7.5(h) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the immediately preceding four-fiscal-quarter period shall not exceed 25% of the Consolidated EBITDA of the Borrower for such immediately preceding four-fiscal-quarter period, (B) the Consolidated EBITDA of the Broadcasting Asset being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this subsection 7.5(h) or exchanged pursuant to subsection 7.5(i) in such sales does fiscal quarter and in the preceding eight-fiscal-quarter period shall not at any time exceed $35,000,000.40% of the Consolidated EBITDA of the Borrower for such eight-fiscal quarter period and (C) the Consolidated EBITDA of the Broadcasting Assets being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this 91 86 subsection 7.5(h) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the preceding twenty-fiscal-quarter period shall not exceed 60% of the Consolidated EBITDA of the Borrower for such twenty-fiscal-quarter period; (i) Asset Swap Transactions; and (j) the KXTX Transaction

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of of, any of its property, business or assets (including 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 's capital stock to any Person other than the U.S. Borrower or a wholly-owned Restricted Subsidiaryany Wholly Owned Subsidiary (or to qualify directors if required by applicable law or similar de minimis issuances of capital stock to comply with Requirements of Law), except: (a) the sale or other disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; provided that (i) the Net Proceeds of each such transaction are applied to obtain a replacement item or items of property within 120 days of the disposition thereof or (ii) the fair market value of any property not replaced pursuant to clause (i) above shall not exceed $20,000,000 in the aggregate in any one fiscal year of the U.S. Borrower; (b) the sale of inventory or Cash Equivalents in the ordinary course of business; (c) the sale of any property in connection with any sale and leaseback transaction; (d) the sale by any Foreign Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the Administrative Agent; (e) the sale by any Domestic Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the Administrative Agent; (f) any sale or other disposition permitted under subsections 9.5 or 9.9; (g) any operating lease entered into in the ordinary course of business; (h) any assignments or licenses of intellectual property in the ordinary course of business; (bi) the sale any sale, contribution or discount without recourse of accounts receivable arising in the ordinary course of business transfer to or by a Special Purpose Subsidiary in connection with the compromise or collection thereof;a Receivable Financing Transaction; and (cj) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of assets if (iA) all after giving effect thereto and the application of the proceeds therefrom, no Default or substantially all Event of Default is in existence and (B) if such sale or other disposition had occurred on the Capital Stock first day of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by period of four full final quarters most recently ended prior to the other holders of Capital Stock date of such Subsidiary sale or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 therefromother disposition, the U.S. Borrower is would have been in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount subsection 9.1 during such period of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000four full fiscal quarters.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) Dispose of any of its property, business or assets (including 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) the sale Disposition of obsolete or other disposition worn out property (including, without limitation, obsolete general intangibles having a fair market value of property less than $100,000) in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising inventory in the ordinary course of business in connection with the compromise or collection thereofbusiness; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Dispositions permitted by Section 3.29.4(b); (d) the sale or other disposition issuance of (i) all or substantially all the Capital Stock of a any Subsidiary to Packard or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such any Wholly Owned Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; andGuarantor; (e) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any Wholly Owned Subsidiary of Packard; and (f) the sale of other assets having a fair market value not to exceed $5,000,000 in the aggregate in any fiscal year of Packard; provided, that (x) at least 75% of the consideration from any such asset sale is received in cash or Acceptable Consideration, (y) Packard or the relevant Subsidiary receives consideration at the time of such asset sale at least equal to the fair market value of the shares or assets subject of such asset sale (as determined by the board of directors of Packard and evidenced in a board resolution in the case of any sale or series of related sales resulting in Net Cash Proceeds in excess of $500,000) and (z) the aggregate fair market value of assets at fair valuesold pursuant to this Section 9.5(f) shall not exceed $15,000,000 during the term of this Agreement. For the purposes of this paragraph (f), as determined "Acceptable Consideration" means (1) the assumption of Indebtedness of Packard or any Subsidiary and the release of Packard or such Subsidiary from all liability on such Indebtedness 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 connection with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount of all outstanding non-cash consideration relevant asset sale, (excluding 2) Cash Equivalents and readily marketable public securities(3) securities received by Packard or any Subsidiary from the Borrower and its Restricted Subsidiaries pursuant to all transferee that are promptly converted by Packard or such sales does not at any time exceed $35,000,000Subsidiary into cash.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) Dispose of any of its property, business or assets (including 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) the sale Disposition of obsolete or other disposition worn out property (including, without limitation, obsolete general intangibles having a fair market value of property less than $100,000) in the ordinary course of business; (b) the sale or discount without recourse of accounts receivable arising inventory in the ordinary course of business in connection with the compromise or collection thereofbusiness; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Dispositions permitted by Section 3.29.4(b) or Dispositions constituting investments in MCS expressly permitted by Section 9.8(g); (d) the sale or other disposition issuance of (i) all or substantially all the Capital Stock of a any Subsidiary to Packard or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such any Wholly Owned Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; andGuarantor; (e) the sale or issuance of the Capital Stock of any Foreign Subsidiary to any Wholly Owned Subsidiary of Packard; (f) the Canberra Sale; and (g) the sale of other assets having a fair market value not to exceed $5,000,000 in the aggregate in any fiscal year of Packard; PROVIDED, that (x) at least 75% of the consideration from any such asset sale is received in cash or Acceptable Consideration, (y) Packard or the relevant Subsidiary receives consideration at the time of such asset sale at least equal to the fair market value of the shares or assets subject of such asset sale (as determined by the board of directors of Packard and evidenced in a board resolution in the case of any sale or series of related sales resulting in Net Cash Proceeds in excess of $500,000) and (z) the aggregate fair market value of assets at fair valuesold pursuant to this Section 9.5(g) shall not exceed $15,000,000 during the term of this Agreement. For the purposes of this paragraph (g), as determined "Acceptable Consideration" means (1) the assumption of Indebtedness of Packard or any Subsidiary and the release of Packard or such Subsidiary from an liability on such Indebtedness 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 connection with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount of all outstanding non-cash consideration relevant asset sale, (excluding 2) Cash Equivalents and readily marketable public securities(3) securities received by Packard or any Subsidiary from the Borrower and its Restricted Subsidiaries pursuant to all transferee that are promptly converted by Packard or such sales does not at any time exceed $35,000,000Subsidiary into cash.

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 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 '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-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 businessbusiness 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 without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; thereof or pursuant to the Existing Receivables Transactions and (cii) any Shareholder Asset Sale; provided that sales or other dispositions of Cash Equivalents or Temporary Cash Equivalent Investments in the Borrower shall comply with the terms ordinary course of Section 3.2business; (d) as permitted by subsection 8.5(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 8.6(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 8.6), 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 substantially all disposed of in any Fiscal Year shall not exceed an amount equal to 10% of Shareholders' Equity at the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock beginning of such Subsidiary or Investment Firm) or Fiscal Year and (ii) all in the opinion of a Responsible Officer the purchase price with respect to such sale or substantially all 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; (i) subject to the other terms and provisions hereof, leases or subleases (or assignment of a Restricted Subsidiary or Investment Firm; provided that leases) of real property in the Borrower shall comply with the terms ordinary course of Section 3.2business; and (ej) the sale or other disposition of assets at fair value, the Investments described as determined items 1 and 2 in good faith by Schedule 8.9(i)(A) under the Borrower’s Board of Directors, so long as no Default exists or would result therefrom, the Borrower is in compliance with the financial ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000heading "Kmart Corporation Other Investments".

Limitation on Sale of Assets. Convey(a) The Company will not, selland will not permit any Restricted Subsidiary to, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of make any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, orAsset Sales that, in the case aggregate, have a fair market value of $10 million or more in any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person other than the Borrower or a wholly12-owned Restricted Subsidiary, exceptmonth period unless: (ai) the Company (or its Restricted Subsidiaries, as the case may be) receives consideration at the time of such sale or other disposition of property in at least equal to the ordinary course of business; fair market value thereof (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; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) the sale of assets at fair value, as determined in good faith by the Borrower’s Company's Board of DirectorsDirectors and evidenced by a Board Resolution in the case of any Asset Sales or series of related Asset Sales having a fair market value of $15 million or more, so long except in the case of a transaction or series of related transactions with a present or Former Affiliate of the Company having a fair market value in excess of $2 million, in which case, as determined by an independent accounting, appraisal or investment banking firm of national reputation); (ii) not less than 85% of the proceeds received by the Company (or its Restricted Subsidiaries, as the case may be) from each such Asset Sale consists of (A) cash, (B) cash equivalents which would constitute Permitted Financial Investments, (C) Publicly Traded Stock of a Person primarily engaged in a Principal Business, (D) other consideration with an aggregate fair market value, together with all other consideration of the type specified in this clause (D) received by the Company and its Restricted Subsidiaries from all Asset Sales after the Issue Date, not to exceed $5 million; provided that any sale of such other consideration shall be for cash and shall be considered an Asset Sale under this Indenture and no Default exists such consideration shall be received in a transaction with a present or would result therefromFormer Affiliate of the Company, or (E) any combination of the foregoing; provided, however, that (1) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms expressly subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets and (y) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that, within 90 days following the closing of such sale or disposition, are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and (2) the aggregate fair market value (as determined in good faith by the Board of Directors of the Company, evidenced by a Board Resolution) of all consideration of the type specified in clause (C) above received by the Company and its Restricted Subsidiaries from all Asset Sales after the Issue Date shall not exceed 15% of Consolidated Net Tangible Assets at the time of such Asset Sale; and (iii) the Net Available Proceeds received by the Company (or its Restricted Subsidiaries, as the case may be) from such Asset Sales are applied in accordance with paragraph (b) or (c) hereof. Notwithstanding the foregoing, the Borrower Company and its Restricted Subsidiaries may dispose of property and assets of the Company or its Restricted Subsidiaries in exchange for capital property and capital assets (i) which are directly related to a Principal Business; (ii) which are of the same type of property or assets, or which have the same function, as the properties or assets being disposed of; and (iii) which have an aggregate fair market value equal to or greater than the aggregate fair market value of the property and assets being disposed of; provided, however, that (A) in no event may the Company and its Restricted Subsidiaries, in any 12-month period, dispose of property or assets pursuant to this paragraph having an aggregate fair market value of $10 million or more and (B) with respect to any property or assets being disposed of having a fair market value of $1 million or more, the Board of Directors of the Company shall have determined in good faith and evidenced by a Board Resolution, that the aggregate fair market value of the property and assets being received by the Company and its Restricted Subsidiaries is equal to or greater than the aggregate fair market value of the property and assets being disposed of. (b) The Company may, within 360 days following the receipt of Net Available Proceeds from any Asset Sale, apply such Net Available Proceeds to: (i) the repayment of Indebtedness of the Company under a Bank Credit Facility or other Senior Indebtedness of the Company or Senior Indebtedness of a Subsidiary Guarantor, provided that any such repayment shall result in compliance a permanent reduction in the principal amount of such Senior Indebtedness in an amount equal to the principal amount so repaid; or (ii) make an investment in capital assets used in a Principal Business. (c) If, upon completion of the 360-day period (the "Trigger Date"), any portion of the Net Available Proceeds of any Asset Sale shall not have been applied by the Company as described in clauses 4.11(b)(i) or (ii) and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Asset Sale (such aggregate constituting "Excess Proceeds"), exceeds $10 million, then the financial ratios set forth Company will be obligated to make an offer (a "Net Proceeds Offer") to purchase, from all Holders of the Notes and holders of any then outstanding Pari Passu Indebtedness required to be repurchased or repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Notes and any then outstanding Pari Passu Indebtedness equal to such Excess Proceeds as follows: (1) not later than the 30th day following the Trigger Date, the Company shall (i) give to the Trustee and each Holder of the Notes in the manner provided in Section 7.1 on 13.02 hereof, a pro forma basis notice (a "Purchase Notice") offering to purchase from all Holders of the Notes the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the "Net Proceeds Offer 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 of the Notes and any then outstanding Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as hereinafter defined) of all Notes tendered), and (ii) to the extent required by any then outstanding Pari Passu Indebtedness and provided there is a permanent reduction in the principal amount of such Pari Passu Indebtedness, the Company shall make an offer to purchase such Pari Passu Indebtedness (the "Pari Passu Offer") in an amount (the "Pari Passu Indebtedness Amount") equal to the excess of the Excess Proceeds over the Net Proceeds Offer Amount. (2) the offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest, if any, to the date such Net Proceeds Offer is consummated (the "Offered Price"), in accordance with paragraphs (d) and (e) of this Section. To the extent that the aggregate Offered Price of the Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount relating thereto or the aggregate amount of all outstanding non-cash consideration the Pari Passu Indebtedness that is purchased or repaid pursuant to the Pari Passu Offer is less than the Pari Passu Indebtedness Amount (excluding Cash Equivalents such shortfall constituting a "Net Proceeds Deficiency"), the Company may use such Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the limitations of Section 4.10 hereof. (3) if the aggregate Offered Price of Notes validly tendered and readily marketable public securities) received not withdrawn by Holders thereof exceeds the Net Proceeds Offer Amount, Notes to be purchased will be selected on a pro rata basis by the Borrower Trustee based on the principal amount of Notes so tendered. Upon completion of a Net Proceeds Offer and its Restricted Subsidiaries a Pari Passu Offer, the amount of Excess Proceeds shall be reset to zero. The Purchase Notice shall set forth a purchase date (the "Net Proceeds Payment Date"), which shall be on a Business Day no earlier than 30 days nor later than 70 days from the Trigger Date. The Purchase Notice shall also state (i) that a Trigger Date with respect to one or more Asset Sales has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes at the Offered Price, subject to the limitations described in the foregoing paragraph (3), (ii) any information regarding such Net Proceeds Offer required to be furnished pursuant to all such sales does Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, (iii) that any Note, or portion thereof, not at tendered or accepted for payment will continue to accrue interest, (iv) that, unless the Company defaults in depositing money with the Paying Agent in accordance with paragraph (e) of this Section 4.11, or payment is otherwise prevented, any time exceed $35,000,000Note, or portion thereof, accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net Proceeds Payment Date, and (v) the instructions a Holder must follow in order to have its Notes repurchased in accordance with paragraph (d) of this Section.

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 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 a wholly-owned Restricted Subsidiary, except: (a) obsolete or worn out property disposed of in the sale ordinary course of business or other disposition property that is no longer useful in the conduct of property Holdings' business disposed of 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) any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the net cash proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed the Equivalent Amount of $25,000,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; 104 (f) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and 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 without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (ci) any Shareholder Asset Salethe sale of the accounts receivable of Subsidiaries of Holdings in connection with a trade receivable financing transaction reasonably acceptable to the Administrative Agent; provided that all of the Borrower shall comply with the terms Net Cash Proceeds of Section 3.2; (d) the each such sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held are applied as required by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2subsection 7.3(b); and (ej) the sale of assets at fair value, as determined in good faith dispositions permitted 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000subsection 13.5.

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 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 a wholly-owned Restricted Subsidiary, except: (a) the sale or other disposition of property in the ordinary course of business; (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; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of of, any of its property, business or assets (including 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 's Capital Stock to any Person other than the U.S. Borrower or a wholly-owned Restricted Subsidiaryany Wholly Owned Subsidiary (or to qualify directors if required by applicable law or similar de minimis issuances of Capital Stock to comply with Requirements of Law), except: (a) the sale or other disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; provided that (i) the Net Proceeds of each such transaction are applied to obtain a replacement item or items of property within 120 days of the disposition thereof or (ii) the fair market value of any property not replaced pursuant to clause (i) above shall not exceed $20,000,000 in the aggregate in any one fiscal year of the U.S. Borrower; (b) the sale of inventory or Cash Equivalents in the ordinary course of business; (c) the sale of any property in connection with any sale and leaseback transaction; (d) the sale by any Foreign Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the Administrative Agent; (e) the sale by any Domestic Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the Administrative Agent; (f) any sale or other disposition permitted under subsections 9.5 or 9.9; (g) any operating lease entered into in the ordinary course of business; (h) any assignments or licenses of intellectual property in the ordinary course of business; (bi) the sale any sale, contribution or discount without recourse of accounts receivable arising in the ordinary course of business transfer to or by a Special Purpose Subsidiary in connection with the compromise or collection thereof;a Receivable Financing Transaction; and (cj) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of assets if (iA) all after giving effect thereto and the application of the proceeds therefrom, no Default or substantially all Event of Default is in existence and (B) if such sale or other disposition had occurred on the Capital Stock first day of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by period of four full final quarters most recently ended prior to the other holders of Capital Stock date of such Subsidiary sale or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 therefromother disposition, the U.S. Borrower is would have been in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount subsection 9.1 during such period of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000four full fiscal quarters.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) Dispose of any of its propertyProperty or business (including, 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) the sale Disposition of obsolete or other disposition of worn out property in the ordinary course of business; (b) the sale or other Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b) and 7.4(d); (d) the sale or issuance of any Subsidiary's Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (e) so long as no Default or Event of Default shall have occurred and be continuing, Dispositions of 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 (y) the aggregate fair market value of such Property does not exceed (I) $10,000,000 minus (II) the sum 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) any Asset Sale (including any sale and leaseback transactions permitted by Section 7.11 ) or Recovery Event, provided that the requirements of Section 2.10(b) are complied with in connection therewith; (g) 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; (ci) 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 Shareholder Asset Sale; provided that Disposition of Property or series of related Dispositions of Property which yields net proceeds to the Borrower shall comply 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 Section 3.2; (d) this Agreement and the sale or other disposition of (i) all or substantially all Loan Documents, be released from the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by Liens granted pursuant to the Security Documents and each Lender hereby authorizes and instructs the Administrative Agent to take such action as the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of reasonably may request to evidence such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000release.

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 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted any Subsidiary, except:except (without duplication): (a) the sale conveyance, sale, lease, assignment, transfer or other disposition of Obsolete Property or surplus property for fair value in the ordinary course of business; (b) Asset Sales (other than as otherwise permitted by this subsection 7.6), provided that the Net Proceeds of any such Asset Sale are applied to the extent required by subsection 3.1(b)(ii) and shall not exceed $10,000,000 in the aggregate; (c) any Asset Sale pursuant to any Sale/Leaseback Transaction, provided that the provisions of subsection 7.2(c) or (l), as the case may be, are not violated; (d) the sale of inventory in the ordinary course of business; (e) the sale or discount for fair value without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (cf) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2as permitted by subsection 7.5(b); (dg) the license of intellectual property in the ordinary course of business; and (h) leases or subleases not materially interfering with the ordinary course of conduct of the business of the Borrower and its Subsidiaries; (i) the sale or other disposition liquidation of Cash Equivalents in the ordinary course of business; (ij) all the transfer of properties in tax free exchanges pursuant to Section 1031 of the Code for properties for use consistent with the ongoing trade or substantially all the Capital Stock business of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by Subsidiaries, for equivalent fair market value (after giving effect to the other holders payment or receipt of Capital Stock any cash in connection with any such exchange); (k) distribution of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2inventory, in amounts not to exceed $750,000 per year, to third parties for charitable purposes; and (el) 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000ARP Spinoff.

Limitation on Sale of Assets. ConveySo long as no Default or Event of Default has occurred and is continuing or would result therefrom (unless the Permitted Sale Asset is the subject of a binding written contract of sale with an unaffiliated third party entered into prior to the first date on which the applicable Default or Event of Default occurred)), convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in except 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 a wholly-owned Restricted Subsidiary, except:following ("Permitted Sale Assets"): (a) raw land; (b) homes or homesites in the sale ordinary course of its business; (c) obsolete or other disposition worn out property disposed of property in the ordinary course of business; (bd) Commercial Real Estate; (e) the sale or discount without recourse of accounts receivable arising Commercial Receivables or Homesite Contract Receivables in the ordinary course of business in connection with the compromise or collection thereofbusiness; (cf) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2[intentionally omitted]; (dg) the sale sales or other disposition transfers of (i) all any partnership interests or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held joint venture interests in entities that are not wholly owned, collectively, by the Borrower Company and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2Subsidiaries; and (eh) transactions permitted under Section 7.5. Upon any permitted sale as aforesaid, Collateral Agent shall execute releases of Collateral Agent's Lien upon the sale of assets at fair value, as determined Collateral included in good faith by the Borrower’s Board of Directors, so long as any such sale; provided that there exists no Default exists or Event of Default hereunder and no Default or Event of Default would result therefrom; and provided further, that Collateral Agent's Lien shall continue against the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis proceeds of such sale, as evidenced by any and the aggregate amount of all outstanding non-cash consideration (excluding Cash Equivalents documents and readily marketable public securities) received filings as may be required by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000Agent.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of of, any of its property, business or assets (including 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 's Capital Stock to any Person other than the U.S. Borrower or a wholly-owned Restricted Subsidiaryany Wholly Owned Subsidiary (or to qualify directors if required by applicable law or similar de minimis issuances of Capital Stock to comply with Requirements of Law), except: (a) the sale or other disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; provided that (i) the Net Proceeds of each such transaction are applied to obtain a replacement item or items of property within 120 days of the disposition thereof or (ii) the fair market value of any property not replaced pursuant to clause (i) above shall not exceed $20,000,000 in the aggregate in any one fiscal year of the U.S. Borrower; 109 102 (b) the sale of inventory or Cash Equivalents in the ordinary course of business; (c) the sale of any property in connection with any sale and leaseback transaction; (d) the sale by any Foreign Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (e) the sale by any Domestic Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (f) any sale or other disposition permitted under subsections 14.5 or 14.9; (g) any operating lease entered into in the ordinary course of business; (h) any assignments or licenses of intellectual property in the ordinary course of business; (bi) the sale any sale, contribution or discount without recourse of accounts receivable arising in the ordinary course of business transfer to or by a Special Purpose Subsidiary in connection with the compromise or collection thereof;a Receivable Financing Transaction; and (cj) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of assets if (iA) all after giving effect thereto and the application of the proceeds therefrom, no Default or substantially all Event of Default is in existence and (B) if such sale or other disposition had occurred on the Capital Stock first day of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by period of four full final quarters most recently ended prior to the other holders of Capital Stock date of such Subsidiary sale or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 therefromother disposition, the U.S. Borrower is would have been in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount subsection 14.1 during such period of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000four full fiscal quarters.

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 receivables including, without limitation, receivables, leasehold interests and leasehold interestsits interest in the LLC), 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 a wholly-owned Restricted Subsidiary, except: (a) obsolete or worn out property disposed of in the sale ordinary course of business or other disposition property that is no longer useful in the conduct of property the Borrower's business disposed of in the ordinary course of business; (b) transfers resulting from any casualty or condemnation of property or assets; (c) any sale or other transfer at fair market value 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 (c) in the aggregate do not exceed $5,000,000 in any fiscal year; (d) intercompany sales or transfers of assets made in the ordinary course of business; (e) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (cf) licenses or sublicenses of intellectual property and general intangibles (other than any Shareholder Asset Sale; provided that Station Licenses) and licenses, leases or subleases of other property (other than any Station Licenses) in each case in the Borrower shall comply ordinary course of business and which do not materially interfere with the terms business of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; andSubsidiaries; (eg) dispositions permitted by subsection 7.4; (h) the sale of assets at any Broadcasting Asset for aggregate consideration equal to the fair value, market value of such Broadcasting Asset (as determined in good faith by the Borrower’s Board board of Directorsdirectors of the Borrower or the applicable Subsidiary), so long as provided that (i) after giving effect to such sale, no Default or Event of Default exists or would result therefromshall be continuing, the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount (ii) at least 75% of all outstanding non-cash such consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower in respect thereof shall be in the form of cash and its Restricted Subsidiaries Cash Equivalents, (iii) the Net Cash Proceeds of such sale shall be applied in the manner prescribed by subsection 2.9(d) and (iv) (A) the Consolidated EBITDA of the Broadcasting Asset being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this subsection 7.5(h) or exchanged pursuant to 97 92 (i) in such fiscal quarter and in the immediately preceding four-fiscal-quarter period shall not exceed 25% of the Consolidated EBITDA of the Borrower for such immediately preceding four-fiscal-quarter period, (B) the Consolidated EBITDA of the Broadcasting Asset being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this subsection 7.5(h) or exchanged pursuant to subsection 7.5(i) in such sales does fiscal quarter and in the preceding eight-fiscal-quarter period shall not at any time exceed $35,000,000.40% of the Consolidated EBITDA of the Borrower for such eight-fiscal quarter period and (C) the Consolidated EBITDA of the Broadcasting Assets being sold plus the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant to this subsection 7.5(h) or exchanged pursuant to subsection 7.5(i) in such fiscal quarter and in the preceding twenty-fiscal-quarter period shall not exceed 60% of the Consolidated EBITDA of the Borrower for such twenty-fiscal-quarter period; (i) Asset Swap Transactions; and (j) the KXTX Transaction

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of of, any of its property, business or assets (including 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 's capital stock to any Person other 102 95 than the U.S. Borrower or a wholly-owned Restricted Subsidiaryany Wholly Owned Subsidiary (or to qualify directors if required by applicable law or similar de minimis issuances of capital stock to comply with Requirements of Law), except: (a) the sale or other disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; provided that (i) the Net Proceeds of each such transaction are applied to obtain a replacement item or items of property within 120 days of the disposition thereof or (ii) the fair market value of any property not replaced pursuant to clause (i) above shall not exceed $10,000,000 in the aggregate in any one fiscal year of the U.S. Borrower; (b) the sale of inventory or Cash Equivalents in the ordinary course of business; (c) the sale of any property in connection with any sale and leaseback transaction; (d) the sale by any Foreign Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (e) the sale by any Domestic Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (f) any sale or other disposition permitted under subsections 14.5 or 14.9; (g) any operating lease entered into in the ordinary course of business; (h) any assignments or licenses of intellectual property in the ordinary course of business; (bi) the sale any sale, contribution or discount without recourse of accounts receivable arising in the ordinary course of business transfer to a Special Purpose Subsidiary in connection with the compromise or collection thereof;a Receivable Financing Transaction; and (cj) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of assets if (iA) all after giving effect thereto and the application of the proceeds therefrom, no Default or substantially all Event of Default is in existence and (B) if such sale or other disposition had occurred on the Capital Stock first day of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by period of four full final quarters most recently ended prior to the other holders of Capital Stock date of such Subsidiary sale or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 therefromother disposition, the U.S. Borrower is would have been in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount subsection 14.1 during such period of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000four full fiscal quarters.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) Dispose of any of its property, business or assets (including 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted SubsidiaryPerson, except: (a) the sale Disposition of obsolete or other disposition of worn out property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by Sections 7.4(b) and (d); (i) the sale or issuance of any Subsidiary's Capital Stock to the Parent Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of any Canadian Subsidiary Guarantor's Capital Stock to the Canadian Borrower or to any other Canadian Subsidiary Guarantor; (e) transfers resulting from any casualty or condemnation of property or assets; (f) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (i) the sale or discount without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower thereof and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all the Disposition at any time or substantially all the assets from time to time for fair market value of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2Receivables Facility Assets; and (ei) the sale Disposition of other assets having a fair market value not to exceed $45,000,000 in the aggregate for any fiscal year of the Parent Borrower, provided, that (i) except in the case of an Asset Swap, at fair value, as determined in good faith least 75% of the consideration received by the Borrower’s Board Parent Borrower and its Subsidiaries in connection with each such Disposition shall be in the form of Directors, so long as no Default exists cash or would result therefrom, the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities(ii) received by the Borrower and its Restricted Subsidiaries aggregate fair market value of Property Disposed of in connection with Asset Swaps during any fiscal year of the Parent Borrower, when added to the aggregate Net Cash Proceeds of Asset Sales excluded from the requirements of Section 2.11(b) during such fiscal year pursuant to all such sales does a Reinvestment Notice, shall not at any time exceed $35,000,00045,000,000.

Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of of, any of its property, business or assets (including 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 's capital stock to any Person other than the U.S. Borrower or a wholly-owned Restricted Subsidiaryany Wholly Owned Subsidiary (or to qualify directors if required by applicable law or similar de minimis issuances of capital stock to comply with Requirements of Law), except: (a) the sale or other disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; provided that (i) the Net Proceeds of each such transaction are applied to obtain a replacement item or items of property within 120 days of the disposition thereof or (ii) the fair market value of any property not replaced pursuant to clause (i) above shall not exceed $20,000,000 in the aggregate in any one fiscal year of the U.S. Borrower; (b) the sale of inventory or Cash Equivalents in the ordinary course of business; (c) the sale of any property in connection with any sale and leaseback transaction; 109 000 (x) xxx sale by any Foreign Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (e) the sale by any Domestic Subsidiary of its accounts receivable; provided that the terms of each such sale are satisfactory in form and substance to the General Administrative Agent; (f) any sale or other disposition permitted under subsections 14.5 or 14.9; (g) any operating lease entered into in the ordinary course of business; (h) any assignments or licenses of intellectual property in the ordinary course of business; (bi) the sale any sale, contribution or discount without recourse of accounts receivable arising in the ordinary course of business transfer to or by a Special Purpose Subsidiary in connection with the compromise or collection thereof;a Receivable Financing Transaction; and (cj) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of assets if (iA) all after giving effect thereto and the application of the proceeds therefrom, no Default or substantially all Event of Default is in existence and (B) if such sale or other disposition had occurred on the Capital Stock first day of a Subsidiary or an Investment Firm (including both Capital Stock held by the Borrower and its Restricted Subsidiaries and by period of four full final quarters most recently ended prior to the other holders of Capital Stock date of such Subsidiary sale or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2; and (e) 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 therefromother disposition, the U.S. Borrower is would have been in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis and the aggregate amount subsection 14.1 during such period of all outstanding non-cash consideration (excluding Cash Equivalents and readily marketable public securities) received by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000four full fiscal quarters.

Limitation on Sale of Assets. ConveySo long as no Default or Event of Default has occurred and is continuing or would result therefrom (unless the Permitted Sale Asset is the subject of a binding written contract of sale with an unaffiliated third party entered into prior to the first date on which the applicable Default or Event of Default occurred)), convey, sell, lease, assign, transfer or otherwise dispose (including in connection with sale leaseback transactions) of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in except 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 a wholly-owned Restricted Subsidiary, except:following ("Permitted Sale Assets"): (a) raw land; (b) homes or homesites in the sale ordinary course of its business; (c) obsolete or other disposition worn out property disposed of property in the ordinary course of business; (bd) Commercial Real Estate; (e) the sale or discount without recourse of accounts receivable arising Commercial Receivables or Homesite Contract Receivables in the ordinary course of business in connection with the compromise or collection thereofbusiness; (cf) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2[intentionally omitted]; (dg) the sale sales or other disposition transfers of (i) all any partnership interests or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held joint venture interests in entities that are not wholly owned, collectively, by the Borrower Company and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2Subsidiaries; and (eh) transactions permitted under Section 7.5. Upon any permitted sale as aforesaid, Collateral Agent shall execute releases of Collateral Agent's Lien upon the sale of assets at fair value, as determined Collateral included in good faith by the Borrower’s Board of Directors, so long as any such sale; provided that there exists no Default exists or Event of Default hereunder and no Default or Event of Default would result therefrom; and provided further, that Collateral Agent's Lien shall continue against the Borrower is in compliance with the financial ratios set forth in Section 7.1 on a pro forma basis proceeds of such sale, as evidenced by any and the aggregate amount of all outstanding non-cash consideration (excluding Cash Equivalents documents and readily marketable public securities) received filings as may be required by the Borrower and its Restricted Subsidiaries pursuant to all such sales does not at any time exceed $35,000,000Obligee.

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 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 a wholly-owned Restricted Subsidiary, except: (a) obsolete or worn out property disposed of in the sale ordinary course of business or other disposition property that is no longer useful in the conduct of property Holdings' business disposed of 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) any sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the net cash proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed the Equivalent Amount of $12,500,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; (f) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business and 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 without recourse of overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof;; 106 100 (ci) any Shareholder Asset Salethe sale of the accounts receivable of Subsidiaries of Holdings in connection with a trade receivable financing transaction reasonably acceptable to the Specified Agent; provided that all of the Borrower shall comply with Net Cash Proceeds of each such sale are applied to the terms prepayment of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held Term Loans as required by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2subsection 2.10; and (ej) the sale of assets at fair value, as determined in good faith dispositions permitted 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 ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000subsection 8.5.

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 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 's Capital Stock to any Person other than the Borrower or a wholly-owned Restricted any Wholly Owned Subsidiary, except: (a) the sale or other disposition of any property or assets in the ordinary course of business; (b) the sale or other disposition of any assets (other than any rights to provide DirecTv) at fair market value, provided that the Net Cash Proceeds of all sales of assets permitted by this clause (b) in excess of $1,500,000 are applied to make mandatory prepayments and permanent reductions of the Revolving Credit Commitments pursuant to subsection 4.3(a), except that any such Net Cash Proceeds of sales or other dispositions of assets permitted by this clause (b) in excess of $1,500,000 which are used by the Borrower and its Subsidiaries to acquire fixed or capital assets within 180 days of receipt thereof shall not be required to be applied to make mandatory prepayments and permanent reductions of the Revolving Credit Commitments pursuant to subsection 4.3(a); (c) the sale or discount without recourse of accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or collection thereof; (c) any Shareholder Asset Sale; provided that the Borrower shall comply with the terms of Section 3.2; (d) the sale or other disposition of (i) all or substantially all the Capital Stock of a Subsidiary or an Investment Firm (including both Capital Stock held as permitted by the Borrower and its Restricted Subsidiaries and by the other holders of Capital Stock of such Subsidiary or Investment Firm) or (ii) all or substantially all the assets of a Restricted Subsidiary or Investment Firm; provided that the Borrower shall comply with the terms of Section 3.2subsection 8.6(b); and (e) the sale of assets at fair valuesales, as determined in good faith by the Borrower’s Board of Directorsleases, so long as no Default exists conveyances, transfers or would result therefrom, other dispositions to the Borrower is in 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 financial ratios set forth in Section 7.1 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 all such sales does not at any time exceed $35,000,000extent applicable, subsection 8.10.