Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or 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 Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (q) 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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cash.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the CompanySubsidiary, issue or sell any shares of such Subsidiary's Capital Stock or Stock Equivalents (to any Person other than the Borrower or any director’s qualifying shares or employee stock options), to any Personwholly owned Subsidiary, except: (a) salesthe sale, transfers and abandonment or other dispositions by the Company and its Subsidiaries disposition of (i) obsolete or worn out property in the ordinary course of business, ; (iib) the sale or other disposition of any property (other than inventory or other tangible assets no longer used or useful or necessary in which the conduct of business of the Company or Borrower and its Subsidiaries customarily replace periodically with substitute assets (including, without limitation, vehicles) or obsolete or worn out property in the ordinary course of business for fair market business) in the ordinary course of business, PROVIDED that the aggregate book value of all assets so sold or disposed of shall not exceed $1,500,000 in any year; (iiic) intellectual property licenses the sale or return of inventory or other tangible assets which the Borrower and its Subsidiaries customarily replace periodically with substitute assets (including, without limitation, vehicles) in the ordinary course of business; (bd) sales, transfers and other dispositions of property (including, without limitation, inventory) in addition to the transactions permitted by the Company and its Subsidiaries preceding para- graphs (a) through (c), the sale or other disposition of assets in an aggregate (Credit Agreement) amount for cash proceeds not to third parties exceed $65,000,000, provided the net cash proceeds thereof are either (i) reinvested in the ordinary course of Borrower's business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the aggregate, the Company hereby represents and warrants is not material to the conduct or businesses reasonably related thereto within 12 months of the business effective date of such sale or disposition and/or (ii) used to prepay the Loans and the Term Loans as provided in subsection 6.3(c) within 12 months of the Company and its Subsidiaries)effective date of such sale or disposition; (e) sales, transfers and other dispositions of assets the sale or disposition of the Company and its Subsidiaries to Permitted Joint Ventures Jhirmack Business in accordance with an arms-length transaction for at least the provisions fair market value thereof as determined by the Borrower's Board of Section 11.8Directors; (f) Material Asset Sales (in addition to those permitted by subsections (e) above and (h) below) in amounts not to exceed $15,000,000 in any Resale Transactions to Persons other than Affiliates for fair market valuefiscal year and $40,000,000 in the aggregate; (g) the disposition of cash, Cash Equivalents or the foreign equivalent of Cash Equivalentsas permitted by subsection 10.5(b); (h) sales transfers constituting advances, loans, extensions of Receivables credit, capital contributions, purchases, investments and Related Assets in connection with any Receivables Facilitythe like permitted by subsection 10.9; (i) the unwinding of any Hedging Contracts;sales or dispositions constituting sale leaseback transactions aggregate amount not to exceed $25,000,000; and (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 so long as set forth in, and to the extent required by, Section 7.3(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (q) sales, transfers and other dispositions by the Company and its Subsidiaries of assets not otherwise permitted under this Section 11.6; provided, that (i) immediately after giving effect thereto no Default or Event of Default shall have occurred and be in effect prior to continuing, the transfer or after giving effect sale by the Borrower of Transferable Assets to any such saleNew Subsidiary; ; PROVIDED that the Borrower shall not sell, transfer or other disposition (except in the case otherwise dispose of any such sale, transfer shares of any class of Capital Stock of Playtex Marketing Corporation or any trademark license granted to it by Playtex Marketing Corporation. The Borrower agrees to promptly notify the Agents and the Lenders of each sale or other disposition made by the Borrower or any such Subsidiary of any property permitted 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)(iisubsection 10.6(d), (x) any Designated Non-Cash Consideration the net cash proceeds received in respect of such sale, transfer sale or disposition and other disposition having an aggregate fair market value, taken each reinvestment of such net cash proceeds (together with all other Designated Non-Cash Consideration in respect of all sales, transfers and other dispositions not in excess a description 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 asset in which such sale, transfer or other disposition shall be deemed to be cash, and (y) the amount of any liabilities that net cash proceeds are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashso reinvested).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, Company issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or 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 Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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(c)(ii7.3(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(c)(ii7.3(e)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (qp) sales, transfers and other dispositions by the Company and its Subsidiaries of assets with an aggregate fair market value not otherwise permitted under this Section 11.6to exceed $125,000,000 in calendar year 2011 and $75,000,000 in any calendar year thereafter; provided, however, 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); provided, further, that in the event that any amount of assets permitted to be disposed of in any calendar year pursuant to this clause (p) is not disposed of during such calendar year, such amount may be carried over for dispositions in any subsequent calendar year (limited to an aggregate fair market value of $150,000,000 for any calendar year); provided, further, that, in the case of clauses (i) 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 Net Proceeds of such sale, transfer or other disposition shall be deemed are applied to be cashthe payment of the Payment Obligations as set forth in, and (y) to the amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashextent required by, Section 7.3(e)(ii)).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the CompanySubsidiary, issue or sell any shares of such Subsidiary's Capital Stock or Stock Equivalents (to any Person other than the Company or any director’s qualifying shares or employee stock options), to any Personwholly owned Subsidiary, except: (a) sales, transfers and : the sale or other dispositions by the Company and its Subsidiaries disposition of (i) obsolete or worn out property in the ordinary course of business, ; the sale or lease of inventory in the ordinary course of business; the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; dispositions resulting from any Casualty Event; as permitted by subsection 10.5(b); (i) the asset sales and other dispositions described in Schedule 10.6(f) and (ii) asset sales in connection with transactions permitted under subsection 10.12; sales of assets no longer used by the Company and its Subsidiaries not otherwise permitted under this subsection, provided that the aggregate consideration (including assumed Indebtedness and the fair market value of non-cash consideration) of all such asset sales shall not exceed $20,000,000 in any year or useful or necessary $60,000,000 in the conduct aggregate after the Original Closing Date; and the lease of real property in the ordinary course of business and consistent with past practice. . Declare or pay any dividend (other than dividends payable solely in common stock of the Company) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Company or any warrants or options to purchase any such Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any Subsidiary, except that the Company may (i) repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company held by employees of the Company or any of its Subsidiaries pursuant to any employee equity subscription agreement, stock option agreement or stock ownership arrangement, provided that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock from and after the Original Closing Date shall not exceed $10,000,000, and (B) no Event of Default shall have then occurred and be continuing or would result therefrom and (ii) exchange Capital Stock of the Company held by any employee of the Company or any of its Subsidiaries for other Capital Stock of the Company. . Make or commit to make a Capital Expenditure, excluding (i) any such Capital Expenditure in connection with any asset acquired in connection with normal replacement and maintenance programs properly charged to current operations and (ii) Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Company and its Subsidiaries during any of the fiscal years of the Company set forth below, the amount set forth opposite such fiscal year below: 2001 30,000,000 2002 55,000,000 2003 65,000,000 2004 and each Fiscal Year thereafter 70,000,000 provided, that up to 100% of any such amount if not so expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the three succeeding fiscal years. . Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any Person (an "Investment"), except: extensions of trade credit in the ordinary course of business; investments in Cash Equivalents; loans to officers of the Company, provided that the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time; loans and advances to employees of the Company or its Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business in an aggregate amount for the Company and its Subsidiaries not to exceed $1,000,000 at any one time outstanding; (i) Investments by the Company in any Guarantor and investments by Subsidiaries in the Company and in any Guarantor, (ii) Investments by Subsidiaries that are not Guarantors in Subsidiaries that are not Guarantors and (iii) Investments not otherwise permitted hereunder by the Company and the Guarantors in Subsidiaries that are not Guarantors, provided that the aggregate amount of all Investments (including Investments in such Subsidiaries in the nature of sales and transfers of assets (including, pursuant to a transaction permitted under subsection 10.5) to the extent made for less than fair market value or and Guarantee Obligations pursuant to subsection 10.4) made in any fiscal year pursuant to this clause (iiie)(iii) intellectual property licenses shall not exceed $20,000,000; provided, further, that (x) up to 100% of any such amount if not so expended in the ordinary course fiscal year for which it is permitted, may be carried over for expenditure in the three succeeding fiscal years, and (y) the conversion of business; (b) sales, transfers any Indebtedness owed to the Company or any Guarantor by any Subsidiary into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Company or such Guarantor for purposes of the limitation contained in the immediately preceding proviso; Interest Rate Protection Agreements contemplated by subsection 9.12 of the Original Credit Agreement and other dispositions Foreign Currency Protection Agreements permitted hereunder; loans by the Company to its employees in connection with management incentive plans in an aggregate amount not to exceed $4,000,000 at any one time outstanding; Investments in the Tranche B/C/D/E Escrow Account; Investments in securities of property (including, without limitation, inventory) trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; Investments made by the Company or any of its Subsidiaries as a result of consideration received in connection with a sale of assets permitted under subsection 10.6; Investments committed to by the Company and its Subsidiaries to third parties in on the ordinary course date hereof, provided that the aggregate amount of business for fair market value; (c) such Investments shall not exceed $1,500,000; Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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 Acquisitions; 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(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (q) 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 amount not to exceed $10,000,000 at any one time outstanding; and the Investments described 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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashSchedule 10.9(n).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the CompanySubsidiary, issue or sell any shares of such Subsidiary's Capital Stock or Stock Equivalents (to any Person other than the Borrower or any director’s qualifying shares or employee stock options), to any Personwholly owned Subsidiary, except: (a) sales, transfers and the sale or other dispositions by the Company and its Subsidiaries disposition of (i) obsolete or worn out property in the ordinary course of business, ; (iib) assets no longer used or useful or necessary in the conduct sale of business of the Company or its Subsidiaries in the ordinary course of business for fair market value or (iii) intellectual property licenses inventory in the ordinary course of business; (c) the sale or other disposition of any property (other than assets described in clauses (a) and (b) salesabove) in the ordinary course of business, transfers and other dispositions provided that the aggregate book value of property all assets so sold or disposed of in any period of twelve consecutive months shall not exceed $1,000,000; (including, d) the sale or discount without limitation, inventory) by the Company and its Subsidiaries to third parties recourse of accounts receivable arising in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in connection with the aggregate, the Company hereby represents and warrants is not material to the conduct of the business of the Company and its Subsidiaries)compromise or collection thereof; (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 11.8as permitted by subsection 8.5; (f) any Resale Transactions the sale, transfer or other disposition of assets to Persons other than Affiliates for fair market valueLegacyCo and its Subsidiaries pursuant to the Asset Transfer; (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 of intellectual property to Affiliates of the Borrower; provided that each Affiliate to which any such intellectual property is transferred (whether from the Borrower, any Subsidiary or any other Affiliate) shall have executed and delivered to the payment of the Payment Obligations as set forth in, and to the extent required by, Section 7.3(c)(ii)Administrative Agent a License Letter; (lh) 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 of raw materials and work-in-process inventory of LegacyCo (or, prior to the payment Reorganization Date, of businesses which, after the Payment Obligations as set forth inReorganization Date, and will constitute a part of LegacyCo) to the extent required by, Section 7.3(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (o) other sales, transfers and other dispositions contract manufacturers who will be utilized by the Company and its Subsidiaries which are permitted by Section 10.14, 11.3, 11.5, 11.7 or 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) aboveBorrower to manufacture inventory for LegacyCo; and (qi) sales, transfers and other dispositions by the Company sale of the manufacturing assets of the Borrower 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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashSubsidiaries.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or worn out property in the ordinary course disposed 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 (iiiii) intellectual property licenses identified on Schedule 8.6(a) that is no longer useful in the conduct of the Company's business; (b) the sale, transfer or exchange of inventory in the ordinary course of business; (bc) sales, transfers and other dispositions resulting from any casualty or condemnation of property or assets; (includingd) any sale or other transfer of any property or assets constituting fixed assets for at least 80% in cash, without limitationprovided that the aggregate Net Cash Proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed $10,000,000 in any fiscal year (except that any Net Cash Proceeds in excess of $3,000,000 in any fiscal year shall be applied to reduce the Revolving Credit Commitments and prepay the Loans as required by subsection 2.7); (e) intercompany sales or transfers of assets made in the ordinary course of business; and (f) licenses or sublicenses of intellectual property and general intangibles and licenses, inventory) by the Company and its Subsidiaries to third parties leases or subleases of other property in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (and which property, in the aggregate, the Company hereby represents and warrants is do 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 materially interfere with the provisions of Section 11.8; (f) any Resale Transactions to Persons other than Affiliates for fair market value;Business. (g) any consignment arrangements or similar arrangements for the disposition sale 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(c)(ii); (l) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (mh) the salesale or discount of overdue accounts receivable arising in the ordinary course of business, transfer and other dispositions of but only in connection with the Capital Stock, Indebtedness compromise 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(c)(ii)collection thereof; (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price sale of similar replacement property or (ii) the proceeds accounts receivable of such disposition are promptly applied to the purchase price any Foreign Subsidiary 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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) abovea trade receivable financing transaction; and (qj) sales, transfers and other dispositions Asset Sales permitted 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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashsubsection 8.5.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables including Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the CompanyRestricted Subsidiary, issue or sell or permit the issuance or sale of any shares of such Restricted Subsidiary’s Capital Stock or Stock Equivalents (to any Person other than a Borrower or any director’s qualifying shares or employee stock options)wholly owned Subsidiary, to any Personexcept the following (collectively, except:“Permitted Dispositions”): (a) sales, transfers and the sale or other dispositions by the Company and its Subsidiaries disposition of (i) obsolete or worn out property in the ordinary course of business, ; (iib) assets no longer used the sale or useful or necessary in the conduct other disposition of business of the Company or its Subsidiaries any property in the ordinary course of business for fair market business, provided that (other than inventory) the aggregate book value of all assets so sold or disposed of in any period of twelve consecutive months shall not exceed $1,000,000; (iiic) intellectual property licenses the sale of Eligible Commodities in the ordinary course of business; (bd) sales, transfers and sales or other dispositions of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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 Investments permitted under 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(c)(ii); (l) the lease, assignment or sub-lease of any real or personal property 8.9 in the ordinary course of business; (me) the sale, transfer and other dispositions sale or discount without recourse of accounts receivable arising in the Capital Stock, Indebtedness ordinary course of business in connection with the compromise 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(c)(ii)collection thereof; (nf) sales, transfers and other dispositions leases or subleases of real property not material to the extent that business of any Loan Party entered into in the ordinary course of business; (g) the disposition or forfeiture of the applicable Loan Party’s equity interest in Xxxxxxx pursuant to (i) such property is exchanged for credit against the purchase price a settlement of similar replacement property a claim with a counterparty of Xxxxxxx or (ii) the proceeds of foreclosure by 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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) abovecounterparty; and (qh) sales, transfers and other dispositions Dispositions permitted 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)(ii8.4(c), (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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cash.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries Subsidiary of the Company, issue or sell any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options)of such Subsidiary's Capital Stock, to any PersonPerson other than the Company or any Wholly Owned Subsidiary of the Company, except: (a) sales, transfers and the sale or other dispositions by the Company and its Subsidiaries Disposition of any property (iincluding Inventory) obsolete or 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 the sale or discount without recourse of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof provided that, in the case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business and the aggregate amount of any such recourse shall be included in the determination of such Foreign Subsidiary's Indebtedness for fair market valuepurposes of Section 8.2(g) hereof; (c) Permitted Intercompany Transfersas permitted by Section 8.5(b) hereof and pursuant to Sale and Leaseback Transactions permitted by Section 8.11 hereof; (d) Dispositions of any Specified Dispositions for fair market value assets or property by the Company or any of its Subsidiaries to the Company or any Wholly Owned Subsidiary of the Company; (which propertye) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the aggregatereasonable judgment of the Company, the Company hereby represents and warrants is not material no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries); (e) sales, transfers and other dispositions of assets Subsidiaries taken as a whole; provided that an amount equal to 100% of the Company and its Subsidiaries to Permitted Joint Ventures Net Cash Proceeds of any such abandonment or other Disposition is applied in accordance with Section 4.4(d) of the provisions of Section 11.8Senior Credit Agreement; (f) Asset Sales or other Dispositions by the Company or any Resale Transactions to Persons other of its Subsidiaries so long as (i) the aggregate consideration received by the Company or such Subsidiary in connection therewith is not less than Affiliates for the fair market valuevalue of the property subject of such Asset Sale or Disposition and (unless otherwise consented to by the Required Purchasers) at least 75% of such consideration is cash, provided that with respect to the sale or Disposition by the Company of Audio Consultants Co. Ltd., the minimum cash consideration shall be at least 50%, (ii) the Net Cash Proceeds of any such Asset Sale or Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement, provided that the Company shall not be obligated to so apply the Net Cash Proceeds from any Asset Sale or Disposition until each such time that the cumulative Net Cash Proceeds from such Asset Sales and Dispositions that have theretofore not been applied in accordance with Section 4.4 of the Senior Credit Agreement equals or exceeds $100,000 and (iii) unless otherwise consented to by the Purchasers (which consent shall not be unreasonably withheld), the Net Cash Proceeds to be received in connection with such Asset Sale or Disposition to be retained by the Company with the consent of the Administrative Agent or the holders of the Senior Loans under the Senior Credit Agreement do not exceed $10,000,000, provided that such Net Cash Proceeds shall not be applied to the payment of any Indebtedness (whether principal, interest accrued thereon or costs, expenses or other amounts connected therewith) ranking pari passu with, or subordinated to, the Company's Obligations under the Senior Secured Notes and other Note Documents without the prior written consent of the Required Purchasers; (g) the disposition sale of cashall or any part of the assets or Capital Stock of the Subsidiary or Subsidiaries comprising the Company's military antennae business, provided that an amount equal to 100% of the Net Cash Equivalents Proceeds of any such Asset Sale is applied to mandatory prepayments of the Senior Loans pursuant to the Senior Credit Agreement, in accordance with Section 4.4(d) thereof (or the foreign equivalent of Cash Equivalentsany successor provision); (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(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (o) other sales, transfers and other dispositions Disposition by the Company and its Subsidiaries which are permitted by Section 10.14Affiliates, 11.3in one or more transactions, 11.5of all or part of its hearing aid business (including any real estate associated therewith) provided, 11.7 or 11.8; (p) sales that each such Disposition is to a non-Affiliate of Receivables the Company, is for cash consideration and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) aboveis entered into on arms length terms; and (q) 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 the issuance of such sale, transfer Preferred Stock or common stock 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 warrants to purchase Preferred Stock or common stock of the Company in consummation of the Telex Exchange or any exchange, subsequent to the Telex Exchange, of New Telex Subordinated Notes and/or Preferred Stock or common stock and its Subsidiaries determined at warrants to purchase Preferred Stock or common stock of the time of such sale, transfer or other disposition shall be deemed to be cash, Company for the 10.5% Subordinated Notes and the 11% Subordinated Notes and (y) the amount issuance of any liabilities that are assumed by registered securities substantially identical to the transferor New Telex Subordinated Notes and the Preferred Stock or common stock and warrants to purchase Preferred Stock or common stock of any such assets the Company in exchange for the New Telex Subordinated Notes and the Preferred Stock or are otherwise canceled in connection with such transaction shall be deemed common stock and the warrants to be cashpurchase Preferred Stock or common stock of the Company pursuant to the registration obligations of the Company under the Telex Exchange.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or worn out property in the ordinary course disposed 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 that is no longer useful in the conduct of the Borrower's business disposed of in the ordinary course of business; (b) sales, transfers and other dispositions of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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 exchange of the Payment Obligations as set forth in, and to the extent required by, Section 7.3(c)(ii); (l) the lease, assignment or sub-lease of any real or personal property inventory in the ordinary course of business; (mc) the sale, transfer and other dispositions transfers resulting from any casualty or condemnation of the Capital Stock, Indebtedness property 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(c)(ii)assets; (nd) salesany sale or other transfer of any property or assets constituting fixed assets for at least 75% cash, provided that the aggregate net cash proceeds of the sales and transfers made pursuant to this paragraph (d) in the aggregate do not exceed $3,000,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; provided that in no event may the Borrower or its Domestic Subsidiaries transfer assets to any Foreign Subsidiaries having a value in excess of $5,000,000; (f) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other dispositions property in the ordinary course of property to business and which do not materially interfere with the extent that business of CCHC and its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of assets in the ordinary course of business; (h) the sale or discount of overdue Accounts Receivable and lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) such property is exchanged for credit against the purchase price leases and sales of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement propertyLeased Equipment and Chattel Paper in connection with any Lease Transaction and discounting programs and any refinancings thereof; (oj) 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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above8.5(ii); and (qk) sales, transfers and other dispositions by the Company and its Subsidiaries sale of assets not otherwise permitted under this Section 11.6a line of business; provided, provided that (i) no Default or Event the aggregate net cash proceeds 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 sale 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 dispositionthis paragraph (k) and do not exceed $10,000,000 (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"Designated Asset Sale"), (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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cash.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or 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 Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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(c)(ii7.3(b)(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(c)(ii7.3(b)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (qp) sales, transfers and other dispositions by the Company and its Subsidiaries of assets with an aggregate fair market value not otherwise permitted under this Section 11.6to exceed $50,000,000 in any calendar year; provided, however, 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 disposition; provided, further, that in the event that any amount of assets permitted to be disposed of in any calendar year pursuant to this clause (except p) is not disposed of during such calendar year, such amount may be carried over for dispositions in any subsequent calendar year (limited to an aggregate fair market value of $100,000,000 for any calendar year); provided, further, that, 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 dispositionclauses (i) 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 Net Proceeds of such sale, transfer or other disposition shall be deemed are applied to be cashthe payment of the Payment Obligations as set forth in, and (y) to the amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashextent required by, Section 7.3(b)(ii)).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, Company issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or 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 Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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(c)(ii7.3(b)(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(c)(ii7.3(e)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (qp) sales, transfers and other dispositions by the Company and its Subsidiaries of assets with an aggregate fair market value not otherwise permitted under this Section 11.6to exceed $50,000,000 in any calendar year; provided, however, 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 disposition; provided, further, that in the event that any amount of assets permitted to be disposed of in any calendar year pursuant to this clause (except p) is not disposed of during such calendar year, such amount may be carried over for dispositions in any subsequent calendar year (limited to an aggregate fair market value of $100,000,000 for any calendar year); provided, further, that, 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 dispositionclauses (i) 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 Net Proceeds of such sale, transfer or other disposition shall be deemed are applied to be cashthe payment of the Payment Obligations as set forth in, and (y) to the amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashextent required by, Section 7.3(e)(ii)).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables including Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the CompanyRestricted Subsidiary, issue or sell or permit the issuance or sale of any shares of such Restricted Subsidiary’s Capital Stock or Stock Equivalents (to any Person other than a Borrower or any director’s qualifying shares or employee stock options)wholly owned Subsidiary, to any Personexcept the following (collectively, except:“Permitted Dispositions”): (a) sales, transfers and the sale or other dispositions by the Company and its Subsidiaries disposition of (i) obsolete or worn out property in the ordinary course of business, ; (iib) assets no longer used the sale or useful or necessary in the conduct other disposition of business of the Company or its Subsidiaries any property in the ordinary course of business for fair market business, provided that (other than inventory) the aggregate book value of all assets so sold or disposed of in any period of twelve consecutive months shall not exceed $1,000,000; (iiic) intellectual property licenses the sale of Commodities in the ordinary course of business; (bd) sales, transfers and sales or other dispositions of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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 Investments permitted under 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(c)(ii); (l) the lease, assignment or sub-lease of any real or personal property 8.9 in the ordinary course of business; (me) the sale, transfer and other dispositions sale or discount without recourse of accounts receivable arising in the Capital Stock, Indebtedness ordinary course of business in connection with the compromise 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(c)(ii)collection thereof; (nf) sales, transfers and other dispositions leases or subleases of real property not material to the extent that business of any Loan Party entered into in the ordinary course of business; (g) the disposition or forfeiture of the applicable Loan Party’s equity interest in Xxxxxxx pursuant to (i) such property is exchanged for credit against the purchase price a settlement of similar replacement property a claim with a counterparty of Xxxxxxx or (ii) the proceeds of foreclosure by 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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) abovecounterparty; and (qh) sales, transfers and other dispositions Dispositions permitted 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)(ii8.4(c), (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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cash.

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or 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 Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above; and (qp) sales, transfers and other dispositions by the Company and its Subsidiaries of assets with an aggregate fair market value not otherwise permitted under this Section 11.6to exceed $125,000,000 in calendar year 2011 and $75,000,000 in any calendar year thereafter; provided, however, 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); provided, further, that in the event that any amount of assets permitted to be disposed of in any calendar year pursuant to this clause (p) is not disposed of during such calendar year, such amount may be carried over for dispositions in any subsequent calendar year (limited to an aggregate fair market value of $150,000,000 for any calendar year); provided, further, that, in the case of clauses (i) 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 Net Proceeds of such sale, transfer or other disposition shall be deemed are applied to be cashthe payment of the Payment Obligations as set forth in, and (y) to the amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cashextent required by, Section 7.3(c)(ii)).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries Subsidiary of the Company, issue or sell any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options)of such. Subsidiary's Capital Stock, to any PersonPerson other than the Company or any Wholly Owned Subsidiary of the Company, except: (a) sales, transfers and the sale or other dispositions by the Company and its Subsidiaries Disposition of any property (iincluding Inventory) obsolete or 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 the sale or discount without recourse of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof provided that, in the case of any Foreign Subsidiary of the Company, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary's country of business and the aggregate amount of any such recourse shall be included in the determination of such Foreign Subsidiary's Indebtedness for fair market valuepurposes of Section 8.2(g) hereof; (c) Permitted Intercompany Transfersas permitted by Section 8.5(b) hereof and pursuant to Sale and Leaseback Transactions permitted by Section 8.11 hereof; (d) Dispositions of any Specified Dispositions for fair market value assets or property by the Company or any of its Subsidiaries to the Company or any Wholly Owned Subsidiary of the Company, (which propertye) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the aggregatereasonable judgment of the Company, the Company hereby represents and warrants is not material no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries); (e) sales, transfers and other dispositions of assets Subsidiaries taken as a whole; provided that an amount equal to 100% of the Company and its Subsidiaries to Permitted Joint Ventures Net Cash Proceeds of any such abandonment or other Disposition is applied in accordance with Section 4.4(d) of the provisions of Section 11.8;Senior Credit Agreement. (f) Asset Sales or other Dispositions by the Company or 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; its Subsidiaries so long as (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(c)(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(c)(ii); (n) sales, transfers and other dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (o) other sales, transfers and other dispositions aggregate consideration received by the Company and its Subsidiaries which are permitted by Section 10.14, 11.3, 11.5, 11.7 or 11.8; (p) sales of Receivables and Related Assets such Subsidiary in connection with factoring arrangements permitted by Section 11.2(r) above; and therewith is not less than the fair market value of the property subject of such Asset Sale or Disposition and (q) sales, transfers and other dispositions unless otherwise consented to 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 (iiRequired Purchasers) at least 75% of such consideration is cash, provided that with respect to the purchase price for such property sale or Disposition by the Company of Audio Consultants Co. Ltd., the minimum cash consideration 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)at least 50%, (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 (yii) the amount of any liabilities that are assumed by the transferor Net Cash Proceeds of any such assets Asset Sale or are Disposition is applied in accordance with Section 4.4(d) of the Senior Credit Agreement, provided that the Company shall not be obligated to so apply the Net Cash Proceeds from any Asset Sale or Disposition until each such time that the cumulative Net Cash Proceeds from such Asset Sales and Dispositions that have theretofore not been applied in accordance with Section 4.4 of the Senior Credit Agreement equals or exceeds $100,000 and (iii) unless otherwise canceled consented to by the Purchasers (which consent shall not be unreasonably withheld), the Net Cash Proceeds to be received in connection with such transaction shall be deemed Asset Sale or Disposition to be cashretained by the Company with the consent of the Administrative Agent or the holders of the Senior Loans under the Senior Credit Agreement do not exceed $10,000,000, provided that such Net Cash Proceeds shall not be applied to the payment of any Indebtedness (whether principal, interest accrued thereon or costs, expenses or other amounts connected therewith) ranking pari passu with, or subordinated to, the Company's Obligations under the Senior Secured Notes and other Note Documents without the prior written consent of the Required Purchasers; or (g) the sale of all or any part of the assets or Capital Stock of the Subsidiary or Subsidiaries comprising the Company's military antennae business, provided that an amount equal to 100% of the Net Cash Proceeds of any such Asset Sale is applied to mandatory prepayments of the Senior Loans pursuant to the Senior Credit Agreement, in accordance with Section 4.4(d) thereof (or any successor provision).

Limitation on Sale of Assets. The Company will not, and will not permit any of its Subsidiaries toConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables Accounts Receivable and leasehold interests), whether now owned or hereafter acquired, or, in the case of any of the Subsidiaries of the Company, issue any Stock or Stock Equivalents (other than any director’s qualifying shares or employee stock options), to any Person, except: (a) sales, transfers and other dispositions by the Company and its Subsidiaries of (i) obsolete or worn out property in the ordinary course disposed 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 that is no longer useful in the conduct of the Borrower's business disposed of in the ordinary course of business; (b) sales, transfers and other dispositions of property (including, without limitation, inventory) by the Company and its Subsidiaries to third parties in the ordinary course of business for fair market value; (c) Permitted Intercompany Transfers; (d) any Specified Dispositions for fair market value (which property, in the 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 exchange of the Payment Obligations as set forth in, and to the extent required by, Section 7.3(c)(ii); (l) the lease, assignment or sub-lease of any real or personal property inventory in the ordinary course of business; (mc) the sale, transfer and other dispositions transfers resulting from any casualty or condemnation of the Capital Stock, Indebtedness property 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(c)(ii)assets; (nd) salesany sale or other transfer of any property or assets constituting fixed assets for at least 75% cash; provided that the aggregate net cash proceeds of the sales and transfers made pursuant to this Section 8.6(d) in the aggregate do not exceed $3,000,000 in any fiscal year; (e) intercompany sales or transfers of assets made in the ordinary course of business; provided that in no event may the Borrower or its Domestic Subsidiaries transfer assets to any Foreign Subsidiaries having a value in excess of $5,000,000; (f) licenses or sublicenses of intellectual property and general intangibles and licenses, transfers leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of Holdings and other dispositions its Subsidiaries; (g) any consignment arrangements or similar arrangements for the sale of property to assets in the extent that ordinary course of business; (h) the sale or discount of overdue Accounts Receivable and lease receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof; (i) such property is exchanged for credit against the purchase price leases and sales of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement propertyLeased Equipment and Chattel Paper in connection with any Lease Transaction and discounting programs and any refinancings thereof; (oj) 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 11.8; (p) sales of Receivables and Related Assets in connection with factoring arrangements permitted by Section 11.2(r) above8.5(ii); and (qk) sales, transfers and other dispositions by the Company and its Subsidiaries sale of assets not otherwise permitted under this Section 11.6a line of business; provided, provided that (i) no Default or Event the aggregate net cash proceeds 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 sale 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 dispositionthis Section 8.6(k) and do not exceed $10,000,000 (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"Designated Asset Sale"), (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 amount of any liabilities that are assumed by the transferor of any such assets or are otherwise canceled in connection with such transaction shall be deemed to be cash.