Common use of Limitations on Sale of Assets Clause in Contracts

Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including without limitation the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete assets no longer used or usable in the business of any Borrower or any Subsidiary; (c) the transfer of assets to any Borrower or any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of any Borrower pursuant to Section 10.5(c) hereof; (d) the transfer of assets to any Guarantor pursuant to Section 10.4(d) hereof; (e) dispositions by any Borrower or any Subsidiary of property pursuant to sale-leaseback transactions, provided that the book value of all property so disposed of shall not exceed $10,000,000 from and after the date of the Second Amendment; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (g) the sale, transfer or other disposition of any other assets not to exceed $25,000,000 in the aggregate, valued at the higher of book value or sales price, in any twelve month period.” 13. Modification of Section 10.7(c) of the Credit Agreement. 10.7(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including including, without limitation limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except: (a) the sale of inventory Inventory in the ordinary course of business; (b) the sale of obsolete assets no longer used or usable in the business of any the Borrower or any Subsidiaryof its Subsidiaries; (c) the transfer of (i) assets to the Borrower, (ii) assets to any Wholly- Owned Subsidiary of the Borrower pursuant to Section 11.5(a), (iii) inventory in the ordinary course of business to the Borrower or any Wholly-Owned Subsidiary and (other iv) assets having an aggregate fair market value of less than a Restricted $3,000,000 during the term of this Agreement to the Borrower or any Material Subsidiary) of any Borrower pursuant to Section 10.5(c) hereof; (d) sale and leaseback transactions in an aggregate amount that does not exceed $15,000,000 over the transfer term of assets to any Guarantor pursuant to Section 10.4(d) hereofthis Agreement; (e) dispositions by any Borrower or any Subsidiary of property pursuant to sale-leaseback transactions, provided that the book value of all property so disposed of shall not exceed $10,000,000 from and after the date of the Second Amendment; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (gf) the sale, transfer any other sale or other disposition of any other assets not to exceed $25,000,000 by the Borrower or its Subsidiaries in the aggregateordinary course of business, valued at the higher of book value or sales price, in any twelve month periodas long as Net Cash Proceeds are applied as set forth herein.” 13. Modification of Section 10.7(c) of the Credit Agreement. 10.7(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including including, without limitation limitation, any capital stock or other ownership interest in any Subsidiary or Affiliate or the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except: (a) All or substantially all of the sale business or assets of inventory any Restricted Subsidiary may be conveyed, sold, assigned, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to the ordinary course of businessBorrower or any other Restricted Subsidiary; (b) the sale of obsolete assets no longer used or usable in the business of any the Borrower or any Subsidiaryof its Subsidiaries; (c) the transfer of assets to any Borrower or any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of any Borrower pursuant to Section 10.5(c) hereof; (d) the transfer of assets to any Guarantor pursuant to Section 10.4(d) hereof; (e) dispositions by any Borrower or any Subsidiary of property pursuant to sale-leaseback transactions, provided that the book value of all property so disposed of shall not exceed $10,000,000 from and after the date of the Second Amendment; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (d) sales of assets, other than as otherwise permitted by this Section 10.6, not exceeding $7,500,000 in any Fiscal Year; provided that, to the extent the allowance for sale of assets provided for in this Section 10.6(c) is not utilized, the same may be carried over to the next Fiscal Year, provided that the allowance shall in no event exceed $15,000,000 in any Fiscal Year (sales of assets shall be permitted in excess of the limitation provided for this subsection (c), provided that the Aggregate Commitment is reduced by the amount of net proceeds from the sale of such assets; (e) the sale of real property and other assets owned by and interests in Co-Investment Entities; and (gf) the sale, transfer or other disposition sale of any other assets not to exceed $25,000,000 in the aggregate, valued at the higher of book value or sales price, in any twelve month periodlisted on Schedule 10.” 13. Modification of Section 10.7(c) of the Credit Agreement. 10.7(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Limitations on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including without limitation the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter acquired except: (a) the sale of inventory in the ordinary course of business; (b) the sale of obsolete assets no longer used or usable in the business of any Borrower or any Subsidiary; (c) the transfer of assets to any Borrower or any Wholly-Owned Subsidiary (other than a Restricted Subsidiary) of any Borrower pursuant to Section 10.5(c) hereof; (d) the transfer of assets to any Guarantor pursuant to Section 10.4(d) hereof; (e) dispositions by any Borrower or any Subsidiary of property pursuant to sale-leaseback transactions, provided that the book value of all property so disposed of shall not exceed $10,000,000 25,000,000 from and after the date of the Second AmendmentClosing Date; (f) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; and (g) the sale, transfer or other disposition of any other assets not to exceed $25,000,000 in the aggregate, valued at the higher of book value or sales price, in any twelve month period.” 13. Modification of Section 10.7(c) of the Credit Agreement. 10.7(c) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: