Common use of Sale of Assets Clause in Contracts

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may may, upon notice to the HoldersSecurityholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission SEC or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall the Trustee be required to register Unregistered Securities under the Securities Act. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any Moniesamounts. (e) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may upon notice to the HoldersSecurityholders and each Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5 hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5 hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall the Trustee be required to register Unregistered Securities under the Securities Act. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a)(i) and Section 11.1(a)(ii) in the same manner as if the Notes had been accelerated.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniespayment.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. It is the express intent of the Depositor and the Trustee that the conveyance of the Assets underlying a Series by the Depositor to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Depositor to the Trustee. It is, further, not the intention of the Depositor or the Trustee that such conveyance be deemed a pledge of such Assets by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Depositor, then (a) The power the Pooling and Servicing Agreement also shall be deemed to effect any sale be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Depositor provided for in the Pooling and Servicing Agreement shall be deemed to be a “Sale”) grant by the Depositor to the Trustee of any portion a security interest in all of the Depositor's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets pursuant to Sections 5.4 in accordance with the terms thereof and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority proceeds of the Controlling Classconversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time postpone any Sale by public announcement made at held or invested in the time and place related Certificate Account or Distribution Account, whether in the form of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costscash, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 instruments, securities or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereofproperty, and may pay including without limitation all amounts from time to time held or part of invested in any related Reserve Fund; (c) the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred possession by the Trustee in connection with such Sale notwithstanding the provisions or its agent of Section 6.7 hereof items of property that constitute instruments, money, negotiable documents or other applicable terms hereof. The Secured Notes need not chattel paper shall be produced in order to complete any such Sale, or in order for the net proceeds of such Sale deemed to be credited against amounts owing on "possession by the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained applicable UCC; and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and the Trustee (to the extent the Trustee has been instructed by the Depositor or the Master Servicer) shall execute take, to the extent consistent with the Pooling and deliver an appropriate instrument of conveyance transferring its Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in any portion the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent Pooling and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any MoniesServicing Agreement.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including costs and expenses of its attorneys and agents) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including costs and expenses of its attorneys and agents) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Holdings and the Borrower will not, and will not permit any of their respective Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of any of its assets, business or property or, in the case of any Subsidiary, any shares of such Subsidiary’s Capital Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or a Subsidiary Loan Party (or to qualify directors if required by applicable law), except: (a) The power to effect any the sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof.disposition of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business; (b) The Trustee may bid for the sale of inventory and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Permitted Investments in the case ordinary course of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture.business; (c) If any portion the sale or other disposition of Investments (i) by Insurance Subsidiaries and their Subsidiaries (other than the Assets consists Capital Stock of securities issued without registration Insurance Subsidiaries and their Subsidiaries) and (ii) by the Borrower and its Subsidiaries (other than the Capital Stock of Subsidiaries of Holdings) permitted under this Agreement, in each case, (A) in the Securities Act (“Unregistered Securities”)ordinary course of business and consistent with the investment policy approved by the board of directors of Holdings, the Trustee Borrower or such Subsidiary, as the case may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.(B) required by Insurance Regulatory Authorities; (d) The Trustee shall execute any sale or other disposition pursuant to a reinsurance agreement so long as such disposition or other disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (e) non-exclusive licenses and deliver an appropriate instrument sub-licenses of conveyance transferring its interest Intellectual Property in the ordinary course of business consistent with past practices including any licenses that could not result in legal transfer of title that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the U.S. not interfering, individually or in the aggregate, in any portion material respect with the business of Holdings or any of its Subsidiaries; (f) leases, subleases, licenses, or sublicenses of real or personal property (other than Intellectual Property) granted by the Assets Borrower or any of its Subsidiaries to others, in each case, in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the business of Holdings or any of its Subsidiaries; (g) (i) surrender or waiver of contractual rights or the settlement or waiver of contractual or litigation claims in the ordinary course of business in each case as may be approved by the board of directors of Holdings or the Borrower or the applicable Subsidiary in good faith; and (ii) the sale, license or other transfer of Intellectual Property in connection with a Sale thereof, without recourse, representation the settlement or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney waiver of contractual or litigation claims in fact respect of the Issuer Intellectual Property; provided that such sale, license or transfer does not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole; (h) termination of licenses, leases, and other contractual rights in the ordinary course of business, which does not materially interfere with the conduct of business of the Borrower and its Subsidiaries and is not disadvantageous to transfer the rights or remedies of the Lenders; (i) sales, leases, assignments, dispositions and convey its interest transfers constituting Liens permitted under Section 7.2, Investments permitted under Section 7.4 or Restricted Payments permitted under Section 7.5; and (j) the sale or other disposition of such assets in an aggregate amount (based on the fair market value of such assets) not to exceed $500,000 in any portion of Fiscal Year (but excluding the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application Capital Stock of any MoniesSubsidiary of Holdings).

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersBorrower will not, and shallwill not permit any of its Consolidated Subsidiaries to, upon direction of a Majority of the Controlling Classconvey, from time to time postpone sell, lease, assign, transfer or otherwise dispose of, or enter into any Sale Leaseback with respect to, any of its property, business or assets (including leasehold interests), whether now owned or hereafter acquired, except: (i) inventory and other property in the ordinary course of business; (ii) sales of accounts receivable; (iii) property in connection with any securitization (e.g., stranded costs) or sale of assets required by public announcement made at law; (iv) the time Borrower and place its Consolidated Subsidiaries may sell, transfer or otherwise dispose of such Sale. The Trustee hereby expressly waives its rights to other assets in transactions not permitted under any amount fixed by law as compensation for any Saleof clauses (i), (ii) and (iii) above; provided that the Trustee aggregate book value of all assets sold, transferred or otherwise disposed of by the Borrower and its Consolidated Subsidiaries pursuant to this clause (iv) during the term of this Agreement shall at no time exceed in the aggregate 15% of the consolidated assets of the Borrower as set forth in the most recent balance sheet of the Borrower delivered to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) hereof; and (v) any sale of the Borrower’s assets as an entirety or substantially as an entirety in accordance with Section 6.02, provided that any assets of the Borrower not included in such sale shall be authorized deemed to deduct have been disposed of in a transaction subject to the reasonable costslimitations of this Section 6.03, charges including the percentage limitation set forth in clause (iv) above; provided, that any Consolidated Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets to the Borrower or any other Consolidated Subsidiary. Investments by the Borrower and expenses incurred the Consolidated Subsidiaries in, and contributions by it the Borrower and the Consolidated Subsidiaries to, Consolidated Subsidiaries shall be deemed not to constitute transfers of assets subject to the limitations of this Section 6.03 to the extent such investments or contributions are made in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofcash. (b) The Trustee may bid for and acquire any portion Without limitation of subsection (a) above, the Assets on behalf of the Holders in connection with a public Sale thereofBorrower will not, and may pay all will not permit any of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets otherwise dispose of, or other amounts secured by the Assetsenter into any Sale Leaseback with respect to, all or part substantially all of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. its generating assets (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”including leasehold interests), the Trustee may seek an Opinion of Counselwhether now owned or hereafter acquired, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securitiesexcept as required by applicable law. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Convey, sell, lease (other than a sublease of real property), assign, transfer or otherwise dispose of (including through a transaction of merger or consolidation of any Subsidiary) any of its property, business or assets (including, without limitation, other payments and receivables but excluding leasehold interests), whether owned on the Closing Date or thereafter acquired, except: (a) The power to effect sales or other dispositions of inventory in the ordinary course of business; (b) that Borrower or any sale (a “Sale”) Subsidiary of Borrower may sell, lease, transfer, or otherwise dispose of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may of its assets (upon notice to the Holdersvoluntary liquidation or otherwise) to, and shallany Qualified Subsidiary of Borrower merge with and into, upon direction Borrower or a Qualified Subsidiary, and Borrower or any Subsidiary of Borrower may sell or otherwise dispose of, or part with control of any or all of, the Capital Stock of any Subsidiary to a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any SaleQualified Subsidiary; provided that (i) Borrower shall not, directly or indirectly, transfer any substantial part of its assets pursuant to this paragraph and (ii) all actions necessary or reasonably requested by the Trustee Administrative Agent shall be authorized taken by the appropriate Credit Parties to deduct maintain the reasonable costsperfection or perfect, charges as the case may be, protect and expenses incurred preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents; (c) leases of Fee Properties and other real property owned in fee; provided that in the case of any lease of Mortgaged Property, such lease shall be subject to the provisions of the applicable Mortgage; (d) any Taking or Destruction affecting any property or assets; (e) substantially like kind exchanges of real property or equipment; provided that only any cash in excess of $2,500,000 received by it Borrower or any Qualified Subsidiary of Borrower in connection with such Sale from the proceeds thereof notwithstanding the provisions an exchange (net of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges costs and expenses incurred by the Trustee in connection with such Sale notwithstanding transaction or with the provisions commencement of Section 6.7 hereof operation of real property received in such exchange shall be deemed to be Net Proceeds and shall be applied in accordance with subsection 4.5(c) and, to the extent the real property or equipment subject to such exchange constituted Collateral under the Security Documents, then the property exchanged therefor shall be mortgaged or pledged contemporaneously with such exchange, as the case may be, for the benefit of the Secured Parties in accordance with subsection 7.9; (f) the sale or other applicable terms hereof. The Secured Notes need not be produced disposition of any property or assets that, in order the reasonable judgment of Borrower has become uneconomic, obsolete or worn out, and which is sold or disposed of in the ordinary course of business, the trade in of equipment for equipment in better condition or of better quality or the abandonment or other disposition of any Intellectual Property that is no longer material to complete the business of the Borrower or any of its Qualified Subsidiaries; provided that, to the extent such Saleproperties or assets constituted Collateral, or in order for the net proceeds thereof shall be reinvested in properties or assets owned (or to be owned) by Borrower or its Qualified Subsidiaries having a fair market value at least equal to the amount of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with net proceeds and any property so acquired in any manner permitted by law or assets purchased with such net proceeds shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, in accordance with this Indenture.subsection 7.9; (cg) If any portion sale or disposition of any interest in property or assets, provided that the aggregate amount of Net Proceeds from such sales or dispositions shall not exceed $20,000,000 from and after the Closing Date; (h) the sale or other disposition of any property or assets the aggregate amount of the Assets consists Net Proceeds received in respect of securities issued without registration under which shall not exceed $5,000,000 in any fiscal year; (i) Subsidiaries may (x) be dissolved in accordance with subsection 8.4 and (y) pay dividends in accordance with subsection 8.11; (j) Investments permitted by subsection 8.6; Restricted Payments permitted by subsection 8.11; Liens permitted by subsection 8.2; (k) licenses or sublicenses by Borrower or any of its Subsidiaries of software, Intellectual Property and general intangible and leases, licenses or subleases of other property in the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion ordinary course of Counsel, or, if no such Opinion of Counsel can be obtained business and which do not materially interfere with the consent business of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission Borrower or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.its Qualified Subsidiaries; (dl) The Trustee shall execute and deliver any disposition or dispositions (in an appropriate instrument aggregate amount not to exceed $5,000,000 during the term of conveyance transferring its interest in any portion of the Assets this Agreement) in connection with a Sale and Leaseback Transaction; and (m) any Asset Swap, provided that (i) no Default or Event of Default shall exist and be continuing before or after giving effect thereto, (ii) if and to the extent that Borrower and its Qualified Subsidiaries receive consideration for the cable television system or systems (or portions thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent ) and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets related assets transferred by them in connection with a Sale such Asset Swap that is in addition to the cable television systems (or portions thereof) and related assets received upon disposition thereof, such Asset Swap shall be deemed to be a disposition of assets and shall be permitted only if the provisions of subsections 8.5(g) or (h) and 4.5(c) shall be complied with in connection therewith and (iii) the aggregate book value of assets disposed of pursuant to take Asset Swaps shall not exceed 20% of the aggregate book value of the combined consolidated total assets of Borrower and its Qualified Subsidiaries; provided that all action necessary to effect such Sale. No sales, transfers, leases and other dispositions permitted hereby shall be made for fair value and for at least 75% cash consideration in the case of sales, transfers, leases and other dispositions permitted by clauses (f) (other than in the case of any trade-ins), (g), (h) and (l) (including for purposes of this calculation as cash consideration the amount of any liabilities (other than subordinated liabilities) assumed from Holdings or any of its Qualified Subsidiaries by a purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesother transferee).

Sale of Assets. (a) The power to effect method, manner and time, place and terms of any sale (a “Sale”) of any portion all of the Pledged Assets pursuant to Sections 5.4 and 5.5 Section 5.04(b) shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidcommercially reasonable. The Indenture Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale sale by public announcement made at the time and place of such Salesale. The Indenture Trustee hereby expressly waives its rights right to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofsale. (b) In connection with a sale of all of the Pledged Assets pursuant to Section 5.04(b), any Noteholder may bid for and purchase the property offered for sale, and upon compliance with the terms of such sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon. (c) The Indenture Trustee may bid for and acquire any portion of the Pledged Assets on behalf of securing the Holders Notes in connection with a public Sale sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on to the Secured Notes in Indenture Trustee under this Indenture, including without limitation the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Indenture Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securitiessale. (d) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Pledged Assets in connection with a Sale sale thereof, without recourse, representation or warranty. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney in attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Pledged Assets in connection with a Sale sale thereof, and to take all action necessary to effect such Salesale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesmonies.

Sale of Assets. Hurt and the Hurt Entities agree to surrender all rights or claims to and turn over and relinquish the possession of the following assets to the United States, the Trustee, or their agent(s) for liquidation/sale, under the terms and conditions specified in the Intercreditor Agreement, unless otherwise specifically noted herein. The payment of any pending or future liabilities and other regular expenses associated with such assets, including but not limited to taxes, existing liens or other encumbrances, and required maintenance (a) The power to effect any sale (a “SaleAsset Liabilities and Expenses”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one the obligations of Defendants and will be paid or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale reimbursed from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf sale of assets listed herein, provided, however, that (1) the United States does not assume responsibility for any Asset Liabilities and Expenses, (2) any Asset Liabilities and Expenses will be paid or reimbursed from the proceeds of the Holders in connection with a public Sale thereof, and may pay all or part sale of the purchase price by crediting against amounts owing on the Secured Notes specific associated asset, with any Asset Liabilities and Expenses in the case excess of the sale price of the specific asset remaining with Hurt and the Hurt Entities, (3) Defendants provide the United States a list of pending and known liabilities and other regular expenses associated with the Settlement Assets under penalty of perjury (attached as Exhibit A), (4) Any ongoing or other amounts secured upcoming (not previously incurred) liabilities and expenses may be paid, cancelled, or modified by the Assets, all United States or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced their discretion in order to complete maximize the settlement amount and in order to maintain the settlement assets in good working order, and (5) within five days of the Effective Date, Defendants agree to notify any such Salethird parties known to have ongoing or regular expenses on an associated asset that the asset has been transferred and any further costs should not be incurred without first contacting undersigned counsel for the United States Attorney’s Office for the Middle District of Florida, or in order for another contact designated by the Civil Division of the United States Department of Justice. The United States will receive the net sale proceeds, under the terms and conditions specified in the Intercreditor Agreement, of the following assets (gross sale proceeds minus (1) any Asset Liabilities and Expenses and (2) any ordinary and reasonable costs of such Sale sale) (Net Proceeds): i. Real Property located at 0000 X. Xxxxxxxx Xxxx., Xxxx Xxxxxxxxxx, XX 00000 (N. Atlantic Residence), including all furniture and fixtures, which will transfer with the real property. ii. Real Property located at 0000 xxx 0000 XX 00xx Xxxxxx xx Xxxx Xxxxxxxxxx, Xxxxxxx (known as Cypress Creek Property). iii. A Gulfstream Aerospace 5 bearing FAA Registration Number N- 549CF (Gulfstream Plane) owned by Ascension. iv. A 2021 Porsche Taycan automobile bearing VIN No. XX0XX0X0XXXX00000. v. A Ford F-150 automobile bearing VIN No. 0XXXX0XX0XXX00000. vi. Lab Equipment – Inventory identified in Exhibit B vii. Personal property of Hurt, including five (5) watches (with total estimated value $30,000). This provision shall apply to be credited against amounts owing on the Secured Notesany personal property with an estimated net value of $1,000 or more. viii. The Trustee may holdnet proceeds from any future sale or transfer of certain membership interests of Defendants in the entity known as Pursuit Exploration, leaseLLC. The above, operatecollectively, manage shall be referred to as the “Settlement Assets.” The Settlement Assets shall include an assignment of any insurance policies and any proceeds and unearned premiums arising from the Settlement Assets. Defendants make no warranty or otherwise deal with guaranty regarding the results of any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion sale of the Settlement Assets consists of securities issued without registration under by the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission United States or any other relevant federal or State regulatory authorities, regarding of its agents. The United States shall have the legality of a public or private Sale of such Unregistered Securitiesright to return to Hurt and the Hurt Entities any asset that is not liquidated. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect Borrower will not, and will not permit any sale (a “Sale”) of its Consolidated Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of any portion of its property, business or assets (including leasehold interests), whether now owned or hereafter acquired, except: (i) inventory and other property in the Assets pursuant to Sections 5.4 ordinary course of business; (ii) sales of accounts receivable; (iii) property, businesses or assets (including receivables and 5.5 shall leasehold interests) with an aggregate Fair Value not be exhausted by any one or more Sales as to any portion in excess of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale$250,000,000; provided that the Trustee aggregate Fair Value of such property, businesses or assets permitted to be disposed of pursuant to this clause (iii) shall be authorized increased on a dollar for dollar basis by the aggregate amount of each reduction of the Aggregate Commitments in respect of which the Borrower shall have given the Administrative Agent, for the benefit of the Lenders, written evidence of the Borrower’s agreement not to deduct issue Indebtedness under the reasonable costs, charges and expenses incurred by it Mortgage Indenture based upon the Mortgage Bonds retired in connection with such Sale from reduction; (iv) property in connection with any securitization (e.g., stranded costs) or sale of assets required by law; and (v) any sale of the proceeds thereof notwithstanding Borrower’s assets as an entirety or substantially as an entirety in accordance with Section 6.03, provided that any assets of the provisions Borrower not included in such sale shall be deemed to have been disposed of in a transaction subject to the limitations of this Section 6.7 6.04, including the dollar limit set forth in clause (iii) above; provided, that any Consolidated Subsidiary may convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets to the Borrower or any other applicable terms hereofConsolidated Subsidiary. Investments by the Borrower and the Consolidated Subsidiaries in, and contributions by the Borrower and the Consolidated Subsidiaries to, Consolidated Subsidiaries shall be deemed not to constitute transfers of assets subject to the limitations of this Section 6.04 to the extent such investments or contributions are made in cash. (b) The Trustee may bid for and acquire any portion Without limitation of subsection (a) above, the Assets on behalf of the Holders in connection with a public Sale thereofBorrower will not, and may pay all or part will not permit any of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assetsits Consolidated Subsidiaries to, all or part of the net proceeds of such Sale after deducting the reasonable costsconvey, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may holdsell, lease, operateassign, manage transfer or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. dispose of all or substantially all of its generating assets (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”including leasehold interests), the Trustee may seek an Opinion of Counselwhether now owned or hereafter acquired, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securitiesexcept as required by applicable law. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. 2.1 At the Closing Date, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all of Sellers’ rights, title and interests in and to the following described Subject Assets: (a) The power to effect any sale Vessels described in Exhibit A (a the “SaleVessels”) of any portion of ), together with the Assets pursuant to Sections 5.4 Vessel-Related Equipment described in Exhibit B and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofExhibit B-1. (b) The Trustee may bid for and acquire any portion of diving equipment including the Assets on behalf of the Holders portable SAT diving system described in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture.Exhibit C. (c) If any portion of The real property and leases (the Assets consists of securities issued without registration under the Securities Act (“Unregistered SecuritiesAssigned Leases”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.) described in Exhibit D. (d) The Trustee machinery, apparatus, furniture and fixtures, materials, supplies, inventory, and other equipment described in Exhibit E. 2.2 The Subject Assets shall execute and deliver not include the assets described in Exhibit F (the “Excluded Assets”). 2.3 Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an appropriate instrument assignment of conveyance transferring its interest in any portion of the Assets in connection with a Sale Assigned Lease if an attempted assignment thereof, without recoursethe consent of a third party thereto, representation would constitute a breach thereof or warrantyin any way adversely affect the rights of Buyer thereunder. In additionSellers shall use their commercially reasonable efforts to obtain all such consents by the Closing Date and if such consents cannot be so obtained, Sellers shall use their commercially reasonable efforts to obtain them within thirty (30) days of the Trustee is hereby irrevocably appointed Closing Date. Buyer shall cooperate in such efforts. If such consents can not be obtained before the agent and attorney Closing Date despite such efforts, or if any attempt at an assignment thereof would be ineffective or would affect the rights of Sellers thereunder so that Buyer would not in fact of receive all such rights, Sellers and Buyer shall cooperate with each other to develop a sub-lease or other structure such that Buyer will receive the Issuer to transfer benefits (and convey its interest in any portion of the Assets in connection with a Sale thereof, perform and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see subject to the application of any Moniesburdens) under such Assigned Lease.

Sale of Assets. No Obligor will (and no Obligor will permit any of its Subsidiaries to) Dispose of any property or assets other than in the ordinary course of business, except that: (a) The power to effect Micro or any sale (a “Sale”) Subsidiary of Micro may Dispose of any portion of its assets so long as the Assets pursuant proceeds thereof are either (i) utilized to Sections 5.4 repay or prepay (in accordance with the provisions of ARTICLE IV hereof) Pro-Rata Revolving Loans (provided, that in the event the amount of such proceeds shall exceed the aggregate principal amount of all Pro-Rata Revolving Loans outstanding hereunder at such time, such excess proceeds may be utilized to repay or prepay (in accordance with the provisions hereof) other loans outstanding at such time) or (ii) so long as no Default has occurred and 5.5 shall not be exhausted by any is continuing or would occur after giving effect thereto, reinvested in one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone businesses in which Micro or any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it Subsidiaries is principally engaged in connection accordance with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms 8.2.10 hereof.; (b) The Trustee Micro or any Subsidiary of Micro may bid for and acquire any portion Dispose of the Assets on behalf of the Holders in connection with a public Sale thereofassets which are worn out, and may pay all obsolete or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage surplus or otherwise deal with have no further useful life to Micro or any property so acquired in any manner permitted by law in accordance with this Indenture.of its Subsidiaries; and (c) If so long as no Default has occurred and is continuing or would occur after giving effect thereto, Micro and any portion Subsidiary of Micro may Dispose of assets in transactions exclusively among Micro and any of its Subsidiaries or among Subsidiaries of Micro that satisfy the requirements of Section 8.2.6; provided, that, notwithstanding any provision hereof to the contrary, in the event that, immediately after giving effect to any Disposition described in this clause (c) to a Subsidiary of Micro, such Subsidiary shall own assets constituting at least ten percent (10%) of Consolidated Assets determined as of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority last day of the Controlling Classmost recently completed Fiscal Period, seek such Subsidiary of Micro shall be deemed a no action position from Material Subsidiary for all purposes hereunder as of the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale date of such Unregistered Securities. (d) The Trustee Disposition and Micro shall cause any such Material Subsidiary promptly to execute and deliver an appropriate instrument of conveyance transferring its interest Additional Guaranty in any portion favor of the Assets Lender Parties in connection accordance with Section 8.1.10; provided further, that, notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, (i) any Subsidiary of Micro which is not at the time of such Disposition an Obligor may Dispose of assets in transactions exclusively with (A) Micro, (B) any Subsidiary of Micro which, at the time of such Disposition, is an Obligor and (C) any other Subsidiary of Micro which is not at the time of such Disposition an Obligor, unless, immediately after giving effect to such Disposition, such other Subsidiary of Micro would become a Sale thereofMaterial Subsidiary and such other Subsidiary does not, without recoursepromptly after such Disposition, representation execute an Additional Guaranty in accordance with Section 8.1.10 and (ii) Micro or warranty. In additionany Subsidiary of Micro which is at the time of such Disposition also an Obligor may Dispose of assets in transactions exclusively with (A) Micro and (B) any other Subsidiary of Micro which, at the Trustee time of such Disposition, is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesalso an Obligor.

Sale of Assets. Subject to the final sentence of this -------------- paragraph, within five (a5) The power to effect Business Days of either any dissolution or winding up in a transaction or series of related transactions authorized by Section 8.02(f)(ii) or of any sale of assets or related sales of assets authorized by Section 8.02(g) hereof with Net Sale Proceeds in excess of $1,000,000 (in either case a “"Qualifying Asset Sale”) "), the Borrower shall make a mandatory prepayment of principal on the Revolving Credit Loans, together with accrued interest thereon plus any portion of amounts required under Section 5.06. At such time as the Assets aggregate Net Sale Proceeds from all Qualifying Asset Sales pursuant to Sections 5.4 Section 8.02(f)(ii) or Section 8.02(g) exceed $15,000,000 during the period from and 5.5 shall not be exhausted by after the Eighteenth Amendment Effective Date through and including the date of determination, then any one or more Net Sale Proceeds from Qualifying Asset Sales as to any portion in excess of such Assets remaining unsoldamount shall be used 50% to repay the outstanding Loans and 50% to repay outstanding Indebtedness under the Term Loan Agreement. In addition to the foregoing mandatory prepayment provisions, but in the event that any sale of assets will result in the Borrower or any Subsidiary receiving "Net Cash Proceeds" which would otherwise become "Excess Proceeds" (as each of those terms are defined in the Indenture), then at least sixty (60) days prior to the date any Net Cash Proceeds would become Excess Proceeds under the Indenture, the Borrower shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon give written notice to the Holders, and shallAdministrative Agent thereof setting forth the amount of Net Cash Proceeds at issue. After payment in full of the Term Loans, upon the direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and Administrative Agent with the consent of the Required Banks, the Borrower shall make a Majority permanent payment of principal on the Revolving Credit Loans in the amount of said Net Cash Proceeds, and the Revolving Credit Commitment of each Bank shall be reduced by its Ratable Share of the Controlling Class, seek a no action position principal payment made to such Bank from the Securities and Exchange Commission or any other relevant federal or State regulatory authoritiesNet Cash Proceeds. To the extent the aggregate principal amount of Loans then outstanding which bear interest at the Base Rate Option is less than the principal amount required to be prepaid, regarding the legality of Borrower may elect to defer the prepayment until the next Interest Payment Date on its Loans that bear interest at a public or private Sale Euro-Rate Option, by giving written notice to the Administrative Agent of such Unregistered Securities. election not later than four (d4) The Trustee Business Days after the asset disposition in question, whereupon the due date of such prepayment shall execute and deliver an appropriate instrument of conveyance transferring its interest automatically be changed to such Interest Payment Date; provided, however, that Net Cash Proceeds shall, notwithstanding the foregoing, be required to make the prepayment specified in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee prior sentence at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see least five days prior to the application of any Moniesdate such Net Cash Proceeds would become Excess Proceeds under the Indenture.

Sale of Assets. On the terms and subject to the conditions contained in this Agreement, at the Closing (as defined herein) Buyer shall purchase and accept conveyance, assignment, transfer and delivery from Seller and Seller shall sell, convey, assign, transfer and deliver to Buyer the following assets associated with the Branches, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever (other than Permitted Liens and any other Permitted Encumbrances, as such terms are defined herein) except as otherwise provided in this Agreement (all of which are collectively referred to herein as the “Assets”): (a) The power to effect any sale all cash on hand at the Branches as of the close of business on the Closing Date (a as defined herein) including vault cash, automated teller machine (“SaleATM”) cash, xxxxx cash, tellers’ cash and cash items in the process of any portion collection (the “Cash on Hand”). Seller shall include a schedule (“Schedule of Cash”) to the Preliminary Balance Sheet and the Final Balance Sheet (as such terms are defined herein), which such Schedule of Cash shall set forth the amount and location of Seller’s Cash on Hand as of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured date contemplated by the Assets shall have been paid. The Trustee may upon notice to Preliminary Balance Sheet and the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof.Final Balance Sheet; (b) The Trustee may bid for all of Seller’s right, title and acquire any interest in and to the loans or other extensions of credit attributable to the Branches and set forth on Schedule 1.1(b) (the “Loans”), including (i) all deposit-related overdrafts, including overdrafts pursuant to an overdraft protection plan, if any, and (ii) the unamortized portion of the Assets origination fees for the construction loans set forth on behalf Schedule 1.1(b), if any, and excluding all loans associated with customer and merchant credit card accounts; plus accrued but unpaid interest on such Loans existing on the Closing Date; provided, however, that Seller shall have the right to supplement Schedule 1.1(b) on or before the Closing Date and Buyer will have the right to review the Loans and accept or reject such Loans added to Schedule 1.1(b) as of the Holders in connection with a public Sale thereofClosing Date, and may pay all or part which shall be certified by each party as of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order Closing Date (for the net proceeds avoidance of doubt, Buyer shall have the right to reject only those Loans that have been added to Schedule 1.1(b) after the date of this Agreement); and provided, further, that Seller shall have the right to remove, on or prior to the Closing Date, from Schedule 1.1(b) any loan participation included on such Sale schedule for which consent to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture.transfer to Buyer is required but has not been obtained; (c) If any portion all furniture, fixtures, equipment and other tangible personal property and all leasehold improvements owned by Seller and located on or affixed to the premises of the Assets consists Branches and used in connection with the operations of securities issued without registration under the Securities Act Branches that are listed on Schedule 1.1(c) (the “Unregistered SecuritiesPersonal Property”), which Schedule 1.1(c) sets forth the Trustee may seek an Opinion net book value, as of CounselSeptember 30, or2019, if no such Opinion for each component of Counsel can be obtained the Personal Property, exclusive of (i) all hardware and software associated with the consent Seller’s data processing system and computer systems located at the Branches, (ii) all signage, (iii) the contents of a Majority of safe deposit boxes and (iv) the Controlling Classpersonal property listed on Schedule 1.1(c)(iv) (collectively, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.“Excluded Personal Property”); (d) The Trustee shall execute all of Seller’s right, title and deliver an appropriate instrument of conveyance transferring its interest in and to any portion ATMs located at any Branch, each set forth on Schedule 1.1(d); (e) the real property on which the Xxxxxxx Road Branch and the Elm Street Branch are located and all improvements to such property, purchased, installed or constructed by or on behalf of the Assets Seller and used in connection with a Sale thereofthe operation or maintenance of such Branches, including, without recourselimitation, representation buildings, structures, parking facilities and drive-in teller facilities, all in “as is”, “where is” condition (the “Real Property”); (f) all rights of Seller under safe deposit contracts and leases for the safe deposit boxes, and all assets and property used or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets held by Seller for use in connection with a Sale the safe deposit business located at the Branches (the “Safe Deposit Contracts”) as of the Effective Time (as defined herein); (g) all rights of Seller under all contracts, agreements, leases, commitments, instruments, bids, orders, proposals and all oral understandings attributable to the Branches and set forth on Schedule 1.1(g) (the “Assumed Contracts”); (h) all of Sellers’s right, title and interest in and to the leasehold interests associated with the real property on which the Branches are located pursuant to the leases set forth on Schedule 1.1(h) (the “Branch Leases”), subject to such encumbrances as set forth therein; (i) all records and original books, records (including computer records), files and documentation, or where reasonable and appropriate copies thereof, relating to the Assets and the Assumed Liabilities that are in Seller’s possession or control and pertain to and are actually used by Seller to administer, reflect, monitor, evidence or record information respecting the business of the Branches or are necessary for the conduct of the business of the Branches following the Closing, including, but not limited to (i) all licenses, permits and authorizations required by applicable law to operate and own the Real Property, (ii) all surveys, plans and specifications possessed by Seller relating to the Real Property, (iii) all assignable warranties, guaranties, governmental permits and certificates of occupancy pertaining to the Real Property and Personal Property, (iv) signature cards, orders, the preceding 12 months’ of depositor statements, and contracts between Seller and its depositors, and records of similar character, (v) Loan and collateral records and credit files, (vi) Assumed Contracts, and (vii) Branch Leases, (collectively, “Records”); provided, however, that Records shall not include (A) general books of account and books of original entry that comprise Seller’s permanent tax records, (B) the books and records that Seller is required to retain pursuant to any applicable law or order and the books and records to the extent related to the assets of Seller other than the Assets or the Assumed Liabilities, (C) the personnel files and records relating to Branch Employees (regardless of whether they are Retained Employees), (D) any Tax Returns (as defined herein) and related workpapers with respect to the Assets with respect to any taxable period or portion thereof prior to the end of the Closing Date, or (E) any other books and records of Seller or any of its affiliates that cannot, without unreasonable effort or expense, be separated from books and records maintained by Seller or any of its affiliates in connection with the businesses of Seller and its affiliates that are not being sold hereunder; provided, that, with respect to any books and records covered by this clause (E), Buyer shall be permitted to request copies of portions of such books and records to the extent information set forth therein relates to the Assets or the Assumed Liabilities and is reasonably necessary in connection with Buyer’s operation or administration of its business relating thereto; and provided, further, that Seller and its affiliates shall have the right to retain a copy of all such Records and documents regarding the Assets and Assumed Liabilities to the extent necessary to comply with applicable law or regulation or tax, accounting or other applicable requirements, and such records and other documents shall continue to be subject to the confidentiality obligations of this Agreement; and (j) all rights of Seller under express or implied warranties given or made in connection with the Assets, if any. It is understood that certain of Seller’s Records may be available only in the form of photocopies, film copies or other non-original and non-paper media. Further, it is understood that certain historical records are available only through electronic media and are intermingled with other records of Seller (the “Electronic Records”). The Electronic Records will remain in the possession of Seller; after the Closing Date, Seller will provide copies of information contained in the Electronic Records, in a format reasonably selected by Seller, pursuant to Section 10.17. Buyer shall succeed to all rights, title, benefits and interests of Seller in and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale the Assets as of the Effective Time, and shall be bound entitled to ascertain receive all benefits therefrom as if Buyer had itself acquired such assets as of the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any MoniesEffective Time.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourserecourse to, or representation or warranty, from the Trustee. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders and the Collateral Manager, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee and the Collateral Manager (or any Affiliate of the Collateral Manager or fund or account managed by the Collateral Manager or its Affiliates) may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. The Company will not, nor will it permit any Subsidiary to, sell, lease or otherwise dispose of any substantial part (a) The power to effect any sale (a “Sale”as defined below) of any portion the assets of the Assets pursuant Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Subsidiaries if such assets are sold in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and an amount equal to Sections 5.4 and 5.5 shall not be exhausted by any one the Net Proceeds received from such sale, lease or more Sales as other disposition (but only with respect to any that portion of such Assets remaining unsoldassets that exceeds the definition of “substantial part” set forth below) shall, but shall continue unimpaired until in any combination, be used: -27- Vectren Utility Holdings, Inc. Note Purchase Agreement (1) within 24 months of such sale, lease or other disposition of assets constituting a substantial part of the entire Assets assets of the Company and its Subsidiaries to acquire productive assets (including equity interests in a Person that immediately becomes a Subsidiary upon the acquisition of such equity interests) used or useful in carrying on the business of the Company and its Subsidiaries and having a value at least equal to the value of such assets sold, leased or otherwise disposed of; provided, that the Company and/or its Subsidiary shall have been sold contractually obligated to use such Net Proceeds to acquire such productive assets within 18 months of such sale, lease or other disposition of assets constituting a substantial part of the assets of the Company and its Subsidiaries to acquire productive assets; and/or (2) within 18 months of such sale, lease or other disposition of assets constituting a substantial part of the assets of the Company and its Subsidiaries to prepay or retire Senior Indebtedness of the Company and/or its Subsidiaries, provided that (i) the Company shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at 100% of the principal amount thereof, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.7 shall be given to each Holder of the Notes by written notice that shall be delivered not less than twenty (20) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such Holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such Holder’s Notes. Each Holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 10.7(2) shall be deemed to constitute a rejection of such offer by such holder. Prepayment of Notes pursuant to this Section 10.7 shall be made in accordance with Section 8.2 (but without payment of the Make-Whole Amount). For the purposes of this Section, the Company shall be deemed to have satisfied its obligations to prepay Senior Indebtedness to the extent that the Company has offered to prepay the Notes or any other Senior Indebtedness with similar prepayment requirements and any holders have declined such offer of prepayment. As used in this Section 10.7, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all amounts secured other assets sold, leased or otherwise disposed of by the Assets shall have been paid. The Trustee may upon notice to Company and its Subsidiaries during the Holdersperiod of 12 consecutive months ending on the date of such sale, and shalllease or other disposition, upon direction of a Majority exceeds 25% of the Controlling Classbook value of consolidated total assets of the Company and its Subsidiaries, from time to time postpone any Sale by public announcement made at determined as of the time and place end of the fiscal quarter immediately preceding such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Salesale, lease or other disposition; provided that the Trustee there shall be authorized excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from the Company to deduct any Subsidiary Guarantor or from any Subsidiary Guarantor to the reasonable costsCompany or another Subsidiary -28- Vectren Utility Holdings, charges Inc. Note Purchase Agreement Guarantor, and expenses incurred (iii) any sale or transfer of property acquired by it in connection the Company or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 sale or other applicable terms hereoftransfer, lease such property, as lessee. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Borrowers to obtain the consent of the Majority Lenders pursuant to Section 8.05 to any Disposition not otherwise permitted hereunder, in the event that the aggregate Net Available Proceeds of (ax) The power to effect any sale Disposition (a herein, the “SaleCurrent Disposition”) plus (y) all prior Dispositions after the Restatement Effective Date (including amounts which were set aside for reinvestment pursuant to the second paragraph of any portion this Section 2.10(d) but were not in fact so reinvested within one year) as to which a prepayment has not yet been made under this Section 2.10(d),the proceeds of which have not previously been reinvested or committed to be reinvested in accordance with the next paragraph or applied to a mandatory prepayment (collectively, “Prior Dispositions”) shall exceed $50,000,000, then, no later than five Business Days after the occurrence of the Assets pursuant Current Disposition, the Borrowers will deliver to Sections 5.4 the Administrative Agent (which shall promptly provide a copy thereof to the Lenders) a statement, certified by a Senior Officer, in form and 5.5 detail satisfactory to the Administrative Agent, of the aggregate amount of the Net Available Proceeds of the Current Disposition and any such Prior Dispositions and will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below) in an aggregate amount equal to 100% of such aggregate Net Available Proceeds of the Current Disposition and such Prior Dispositions, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. The amount of Net Available Proceeds from Prior Dispositions as of the Restatement Effective Date is $6,000,000. Table of Contents Notwithstanding the foregoing, the Borrowers shall not be exhausted by required to make a prepayment pursuant to this paragraph (d) with respect to Net Available Proceeds from any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until Disposition in the entire Assets shall have been sold or all amounts secured by event that the Assets shall have been paid. The Trustee may upon notice to Borrowers advise the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made Administrative Agent at the time and place the Net Available Proceeds from such Disposition are received that they intend to reinvest such Net Available Proceeds in replacement assets pursuant to an Acquisition permitted under Section 8.05(d)(vi) or in Capital Expenditures, so long as the Net Available Proceeds are applied, to the extent the Borrowers so elect or are required, to prepay Term Loans within 12 months following the receipt of such Sale. The Trustee hereby expressly waives its rights Net Available Proceeds from a Disposition or, to any amount fixed by law as compensation for any Sale; the extent such Borrower elects, to make or commit to make pursuant to a written agreement to acquire replacement assets pursuant to Section 8.05(d)(iv) or pursuant to an Acquisition pursuant to Section 8.05(d)(vi), provided that such investment occurs and such Net Available Proceeds are so applied within 12 months following the Trustee shall be authorized to deduct the reasonable costsreceipt of such Net Available Proceeds or, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of funds committed to be invested in such assets pursuant to a written agreement dated within 12 months following the Assets or other amounts secured by the Assets, all or part of the net proceeds receipt of such Sale after deducting Net Available Proceeds, such investment occurs within 18 months following the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds receipt of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureNet Available Proceeds. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power Without limiting the obligation of the Borrower to effect obtain the consent of the Majority Lenders pursuant to Section 6.5 hereof to any sale (a “Sale”) Asset Disposition not otherwise permitted hereunder, no later than five Business Days prior to the occurrence of any portion such Asset Disposition, the Borrower will deliver to the Lenders a statement, certified by a senior financial officer of the Assets pursuant Borrower in form and detail satisfactory to Sections 5.4 the Agent, of the estimated amount of the Net Proceeds of such Asset Disposition and, to the extent such Net Proceeds (when taken together with the Net Proceeds of all prior Asset Dispositions as to which a prepayment has not yet been made under this paragraph (b)) shall exceed $2,000,000, the Borrower shall prepay the Loans (and 5.5 such prepayment shall be applied as set forth in Section 2.5(f)) in an aggregate amount equal to 100% of the Net Proceeds of such Asset Disposition (together with 100% of the Net Proceeds of all prior Asset Dispositions as to which a prepayment has not yet been made under this paragraph (b)). Notwithstanding the foregoing, the Borrower shall not be exhausted by any one or more Sales as required to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice make a prepayment pursuant to this paragraph (b) with respect to the Holders, and shall, upon direction of a Majority of Net Proceeds from any Asset Disposition in the Controlling Class, from time to time postpone any Sale by public announcement made event that the Borrower advises the Agent at the time the Net Proceeds from such Asset Disposition are received that it or its Subsidiary that consummated such Asset Disposition, as the case may be, intends to reinvest such Net Proceeds into replacement assets pursuant to a Permitted Acquisition (and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it these purposes Reserved Amounts arising in connection with any Asset Disposition shall be deemed to be a reinvestment in replacement assets), so long as (i) such Sale from Net Proceeds are held by the proceeds thereof notwithstanding Agent in the Collateral Account pending such reinvestment (and in that connection, the Agent need not release such Net Proceeds except upon presentation of evidence satisfactory to it that such Net Proceeds are to be so reinvested in compliance with the provisions of this Agreement), (ii) the Net Proceeds from any Asset Disposition are in fact so reinvested within six months of such Asset Disposition (it being understood that, in the event the Collateral Account shall hold Net Proceeds from more than one Asset Disposition, such Net Proceeds shall be deemed to be released in the same order in which such Asset Dispositions occurred and any such Net Proceeds so held for more than six months shall be forthwith applied to the 45 prepayment of Loans (and such prepayment shall be applied as set forth in Section 6.7 or other applicable terms hereof.2.5(f)) and (iii) if the aggregate amount of Net Proceeds (together with investment earnings thereon) so held at any time by the Agent pending reinvestment as contemplated by this sentence shall exceed $10,000,000, such excess amount shall be forthwith applied to the prepayment of Loans (and such prepayment shall be applied as set forth in Section 2.5(f)). Nothing in this paragraph (b) The Trustee may bid shall be deemed to obligate the Agent to release any of such proceeds from the Collateral Account to the Borrower for purposes of reinvestment as aforesaid upon the occurrence and acquire during the continuance of any portion Event of Default. During any period in which amounts are on deposit in the Cash Collateral Account pursuant to Section 2.5(b)(i), calculations of the Assets on behalf of Maximum Total Debt Ratio and the Holders in connection Maximum Senior Debt Ratio with a public Sale thereof, respect to such period shall subtract from Total Debt and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete Senior Debt any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if it being understood that no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale subtraction shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of made following any conditions precedent or see to the application of any Moniesreinvestment thereof as contemplated by Section 2.5(b)).

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power 2.01 Upon the terms and conditions of this Agreement, at the Closing Date, Sellers shall sell, transfer, convey and deliver to effect any sale (a “Sale”) Buyer and Buyer shall buy and acquire from Sellers on the Closing Date, the OIS Assets and the OTM Assets free of any portion Lien for their Exploitation in all the Territories. 2.02 As a consequence of the transfer contemplated hereunder, Sellers agree that they shall not Exploit the Assets in any of the Territories. Notwithstanding the foregoing, Sellers shall be allowed to continue producing and Manufacturing the Products and other products in its facility(ies) in Mexico and/or such future facilities of the Sellers in Brazil (provided that such products do not compete with the Products in the Territories), exclusively (i) in order to fulfil their obligations under the Assignment and Amendment to the Supply Agreement; or (ii) for their exportation into territories other than the Territories and for the production, Manufacture, market, promotion, sale and distribution of Dermatological Products in Brazil, provided that, in the event Sellers require to obtain a Governmental Authorization for the use of the Technology in Mexico and/or in Brazil, specifically for the obtaining of a marketing authorization, prior to such obtaining, Buyer shall issue an approval in connection therewith within the 10 (ten) following Business Days, which shall not be withheld without reasonable justification. The Parties hereto agree that, prior written request with at least 5 (five) Business Days in advance, Buyer or Buyer’s Designee shall have the right to perform visits, audits, reviews or inspection methods and/or procedures regarding the Manufacture of Products using the Technology at OTM’s facilities, in order to confirm the due compliance of Sellers with their obligation under this Clause Second, Subsection 2.02. The audit shall take place in Business Days and hours. 2.03 Sellers shall be jointly and severally liable towards Buyer for (i) their failure to convey full title to the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofthe Federal Civil Code; and/or (ii) their breach of their obligation under Clause Second, Subsection 2.02. (b) The Trustee may bid for 2.04 Parties hereto agree that, upon request from Buyer, Sellers shall assign and acquire transfer, or cause to be assigned or transfer, in favor of Buyer or Buyer’s Designee, any portion of the Assets on behalf of the Holders in connection with a public Sale thereofregistered trademark or application thereto, and may pay all recorded, filed or part of the purchase price by crediting against amounts owing on the Secured Notes submitted in the case name of the Assets Sellers or other amounts secured by the Assetstheir affiliates, all or part of the net proceeds of such Sale after deducting the reasonable costsrespectively, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of Territory, that is identical or confusingly similar to the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such SaleTrademarks. No purchaser or transferee at such a sale consideration shall be bound allocated to ascertain the Trustee’s authoritySellers or their Affiliates, to inquire into the satisfaction for any of any conditions precedent or see to the application of any Moniesthese transfers.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection -86- with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may may, upon notice to the HoldersSecurityholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission SEC or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.such

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The Collateral Trustee's power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections Section 5.4 (Remedies) and Section 5.5 (Optional Preservation of Assets) shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the HoldersHolders and a Responsible Officer of the Collateral Manager, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 (Compensation and Reimbursement) or other applicable terms hereof. (b) The Trustee Collateral Trustee, the Collateral Manager, any Affiliate of the Collateral Manager and one or more funds or accounts managed by the Collateral Manager or Affiliates of the Collateral Manager may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Collateral Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 (Compensation and Reimbursement) hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the United States Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.Exchange (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Collateral Trustee shall provide notice of any public Sale to the Holders of the Debt and the Collateral Manager at least 10 days prior to such public Sale, and the Collateral Manager, its Affiliates and the Holders of the Debt shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders, the Collateral Manager or its Affiliates, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the such Assets shall have been paid. The Trustee may upon notice to the Holders, the Class A-1L Loan Agent (who shall forward to the Class A-1L Lenders) and the Collateral Manager, and shall, upon written direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes NotesDebt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes NotesDebt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may upon notice to the HoldersSecurityholders and each Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5 hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5 hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.of

Sale of Assets. The Company will not and will not permit any Subsidiary to, sell, lease or otherwise dispose of any Substantial Part (a) The power to effect any sale (a “Sale”as defined below) of the assets of the Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a Substantial Part of the assets of the Company and its Subsidiaries if such assets are sold in an arm’s length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition of that portion of such assets that exceeds the Assets pursuant definition of Substantial Part (but not less than that portion of such assets that exceeds the definition of Substantial Part) shall be used within 365 days of such sale, lease or disposition, in any combination: (1) to Sections 5.4 acquire productive assets used or useful in carrying on the business of the Company and 5.5 shall not be exhausted by any its Subsidiaries, provided, that such assets are acquired in one or more Sales arm’s length transactions or in one or more non-arm’s length transactions permitted by Section 10.1; and/or (2) to prepay or retire Senior Debt of the Company and its Subsidiaries, provided that (i) the Company shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of Ameren Transmission Company of Illinois Note Purchase Agreement the Notes shall be made at 100% of the principal amount thereof, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section 10.3 and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 10.3, or to accept an offer as to any portion all of the Notes held by such holder, in each case on or before the 5th Business Day preceding the proposed prepayment date, shall be deemed to constitute a rejection of such Assets remaining unsoldoffer by such holder. Prepayment of Notes pursuant to this Section 10.3 shall be made in accordance with Section 8.2 (but without payment of the Make-Whole Amount). As used in this Section 10.3, but a sale, lease or other disposition of assets shall continue unimpaired until be deemed to be a “Substantial Part” of the entire Assets shall have been sold assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or all amounts secured otherwise disposed of by the Assets shall have been paid. The Trustee may upon notice to Company and its Subsidiaries during the Holdersperiod of 12 consecutive months ending on the date of such sale, and shalllease or other disposition, upon direction of a Majority exceeds 10% of the Controlling Classbook value of Consolidated Total Assets, from time to time postpone any Sale by public announcement made at determined as of the time and place end of the fiscal year immediately preceding such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Salesale, lease or other disposition; provided that the Trustee there shall be authorized excluded from any determination of a “Substantial Part” (i) any sale or disposition of assets in the ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from the Company to deduct any Subsidiary or from any Subsidiary to the reasonable costsCompany or a Subsidiary, charges and expenses incurred (iii) any sale or transfer of property acquired by it in connection the Company or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 sale or other applicable terms hereoftransfer, lease such property, as lessee. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power Without limiting the obligation of the Borrower to effect obtain the consent of the Required Lenders to any sale (a “Sale”) Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any portion Disposition or series of Dispositions by any Credit Party with aggregate Net Cash Payments in excess of $3,500,000 in any fiscal year, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Assets Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such Disposition that will (on the date of such Disposition) be received by any Credit Party in cash, indicating on such certificate, whether the Borrower intends to reinvest such Net Cash Payments or will be prepaying the Loans, as hereinafter provided, and the Borrower will be obligated to either (A) reinvest such Net Cash Payments within 170 days after receipt into assets used in a Permitted Line of Business pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold Capital Expenditures permitted hereunder or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any SaleAcquisitions permitted hereunder; provided that the Trustee no reinvestment of Net Cash Payments shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. permitted under this clause (bA): (x) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds acquisition of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage fee interests in real property (excluding any real property received or otherwise deal with any property so acquired in any manner permitted by law Acquisition or Relocation) in accordance with this Indenture. excess of $5,000,000 made in the aggregate after the Closing Date or (cy) If if and to the extent that such Net Cash Payments would be required to be used to repay any portion of Subordinated Indebtedness or Holding Company Debt or purchase or repurchase any notes issued thereunder or (B) prepay the Assets consists of securities issued without registration under the Securities Act Loans hereunder (“Unregistered Securities”and provide cover for LC Exposure as specified in Section 2.4(i)), and the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Commitments hereunder shall be bound subject to ascertain the Trustee’s authorityautomatic reduction, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.as follows:

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warrantywarranty express or implied. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Company to obtain the consent of the Majority Lenders pursuant to Section 9.05 hereof to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (aherein, the "Current Disposition"), and of all prior Dispositions as to which a prepayment has not yet been made under this Section 2.10(d), shall exceed $15,000,000 then, no later than five Business Days prior to the occurrence of the Current Disposition, the Company will deliver to the Lenders a statement, certified by a Responsible Officer of the Company, in form and detail reasonably satisfactory to the Administrative Agent, of the amount of the anticipated Net Available Proceeds of the Current Disposition and of all such prior Dispositions as to which a prepayment has not yet been made under this Section 2.10(d) The power and will prepay, upon receipt of such Net Available Proceeds, Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to effect any sale automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions as to which a prepayment has not been made under this Section 2.10(d) in excess of $15,000,000, such prepayment and reduction to be effected in each case in the manner and to the extent specified in paragraph (a “Sale”f) of any portion this Section 2.10. Notwithstanding the foregoing, neither the Disposition of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured Receivables by the Assets shall have been paid. The Trustee may upon notice Company or any of its Subsidiaries to the Holders, and shall, upon direction of a Majority of Receivables Company or to the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it United Stationers Receivables Master Trust in connection with such Sale from the proceeds thereof notwithstanding Receivables Financing nor the provisions Disposition for fair value of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid any Part A Property shall be a "Disposition" for and acquire any portion purposes of the Assets on behalf preceding sentence. If, however, any Part B Property is disposed of within one year prior to or after the Disposition of Part A Property located in the same geographical area, the Company shall, within one year of the Holders in connection with last of such Dispositions, apply the Net Available Proceeds of such Dispositions to (i) the purchase or construction of a public Sale thereof, and may pay all replacement facility or part (ii) the prepayment of the purchase price by crediting against amounts owing on Loans (and/or the Secured Notes provision of cover for Letter of Credit Liabilities as specified in paragraph (g) below) and the case reduction of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureCommitments as provided above. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersDebtholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of Debt or other amounts secured by the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) To the extent permitted by applicable law, the Collateral Manager, any fund managed by the Collateral Manager, the Transferor and any of their respective Affiliates may bid for and acquire any portion of the Assets in connection with a public sale thereof.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the HoldersDebtholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of Debt or other amounts secured by the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) To the extent permitted by applicable law, the Collateral Manager, any fund managed by the Collateral Manager, the Transferor and any of their respective Affiliates may bid for and acquire any portion of the Assets in connection with a public sale thereof.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges ‑127‑ and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warrantywarranty express or implied. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the such Assets shall have been paid. The Trustee may upon notice to the HoldersHolders and the Collateral Manager, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. Without limiting the obligation of CCPR, or any of its Subsidiaries to obtain the consent of the Required Lenders pursuant to Section 7.03 to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (a) The power herein, the "Current Disposition"), and of all prior Dispositions as to effect any sale which a prepayment has not yet been made under this paragraph, shall exceed $500,000 then, no later than five Business Days prior to the occurrence of the Current Disposition, the Borrower will deliver to the Lenders a statement, certified by a Financial Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, of the amount of the Net Available Proceeds of the Current Disposition and of all such prior Dispositions and will prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (a “Sale”vii) of any portion of this paragraph. Notwithstanding the Assets pursuant to Sections 5.4 and 5.5 foregoing, the Borrower shall not be exhausted by any one or more Sales as required to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice make a prepayment pursuant to this clause (iii) with respect to the Holders, and shall, upon direction of a Majority of Net Available Proceeds from any Disposition (A) in the Controlling Class, from time to time postpone any Sale by public announcement made event that the Borrower advises the Administrative Agent at the time the Net Available Proceeds from such Disposition are received that it intends to reinvest such Net Available Proceeds into replacement assets (and place for these purposes the payment of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it Reserved Amounts arising in connection with any Disposition shall be deemed to be a reinvestment in replacement assets), so long as (i) such Sale from Net Available Proceeds are held by the proceeds thereof notwithstanding Administrative Agent in the Collateral Account under and as defined in the Security Agreement pending such reinvestment (and in that connection, the Administrative Agent need not release such Net Available Proceeds except upon presentation of evidence satisfactory to it that such Net Available Proceeds are to be so reinvested in compliance with the provisions of this Agreement), (ii) the Net Available Proceeds from any Disposition are in fact so reinvested within six months of such Disposition (it being understood that, in the event said Collateral Account shall hold Net Available Proceeds from more than one Disposition, such Net Available Proceeds shall be deemed to be released in the same order in which such Dispositions occurred and any such Net Available Proceeds so held for more than six months shall be forthwith applied to the prepayment of Loans and reductions of Commitments as provided above) and (iii) the aggregate amount of Net Available Proceeds (together with investment earnings thereon) so held at any time by the Administrative Agent pending reinvestment as contemplated by this sentence shall not exceed $5,000,000, or (B) made pursuant to Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion 7.03(b)(i)(C). As contemplated by Section 4.01 of the Assets on behalf of Security Agreement, nothing in this clause (iii) shall be deemed to obligate the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds Administrative Agent to release any of such Sale after deducting proceeds from said Collateral Account to the reasonable costs, charges Borrower for purposes of reinvestment as aforesaid upon the occurrence and expenses incurred by during the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction continuance of any conditions precedent or see to the application Event of any MoniesDefault.

Sale of Assets. The Company will not and will not permit any Subsidiary to, sell, lease or otherwise dispose of any Substantial Part (a) The power to effect any sale (a “Sale”as defined below) of the assets of the Company and its Subsidiaries; provided, however, that the Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a Substantial Part of the assets of the Company and its Subsidiaries if such assets are sold in an arm’s length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition of that portion of such assets that exceeds the Assets pursuant definition of Substantial Part (but not less than that portion of such assets that exceeds the definition of Substantial Part) shall be used within 365 days of such sale, lease or disposition, in any combination: (1) to Sections 5.4 acquire productive assets used or useful in carrying on the business of the Company and 5.5 shall not be exhausted by any its Subsidiaries, provided, that such assets are acquired in one or more Sales arm’s length transactions or in one or more non-arm’s length transactions permitted by Section 10.1; and/or (2) to prepay or retire Senior Debt of the Company and its Subsidiaries, provided that (i) the Company shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at 100% of the principal amount thereof, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section 10.3 and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 10.3, or to accept an offer as to any portion all of the Notes held by such holder, in each case on or before the 5th Business Day preceding the proposed prepayment date, shall be deemed to constitute a rejection of such Assets remaining unsoldoffer by such holder. Prepayment of Notes pursuant to this Section 10.3 shall be made in accordance with Section 8.2 (but without payment of the Make-Whole Amount). As used in this Section 10.3, but a sale, lease or other disposition of assets shall continue unimpaired until be deemed to be a “Substantial Part” of the entire Assets shall have been sold assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or all amounts secured otherwise disposed of by the Assets shall have been paid. The Trustee may upon notice to Company and its Subsidiaries during the Holdersperiod of 12 consecutive months ending on the date of such sale, and shalllease or other disposition, upon direction of a Majority exceeds 10% of the Controlling Classbook value of Consolidated Total Assets, from time to time postpone any Sale by public announcement made at determined as of the time and place end of the fiscal year immediately preceding such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Salesale, lease or other disposition; provided that the Trustee there shall be authorized excluded from any determination of a “Substantial Part” (i) any sale or disposition of assets in the ordinary course of business of the Company and its Subsidiaries, (ii) any transfer of assets from the Company to deduct any Subsidiary or from any Subsidiary to the reasonable costsCompany or a Subsidiary, charges and expenses incurred (iii) any sale or transfer of property acquired by it in connection the Company or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 sale or other applicable terms hereoftransfer, lease such property, as lessee. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Sell, assign, transfer, convey, or otherwise dispose of all or any substantial part of its property or business or any material Assets (determined by reference to the combined financial condition of the Loan Parties and each Restricted Subsidiary) except that any Loan Party or Restricted Subsidiary may dispose of any property (including any investment) (a) The power in the ordinary course of business and consistent with past practices or so long as such disposition would not reasonably be expected to effect have a Material Adverse Effect, (b) so long as such disposition would not reasonably be expected to have a Material Adverse Effect, to any sale Person in the ordinary course pursuant to the terms of a Benefit Plan and (c) so long as such disposition would not reasonably be expected to have a “Sale”) Material Adverse Effect, in connection with the transactions contemplated by the agreements set forth on the Disclosure Statement effected in connection with the IPO Event. . Enter into or permit to exist, directly or indirectly, any transaction (including the purchase, sale, lease, or exchange of any portion Asset or the rendering of any service) with any holder of 5% or more of any class of equity interests of Borrower or any of its Subsidiaries or Affiliates, or with any Affiliate of Borrower or of any such holder, in each case other than a Loan Party, on terms taken as a whole that are less favorable to Borrower than those terms that might be obtained at the time from Persons who are not such a holder, Subsidiary, or Affiliate, or if such transaction is not one in which terms could be obtained from such other Person, on terms that are not negotiated in good faith on an arm’s length basis. Prior to Borrower or any of its Restricted Subsidiaries engaging in any such transaction described in this Section 6.8, other than transactions in de minimis amounts, Borrower shall determine that such transaction has been negotiated in good faith and on an arm’s length basis. In no event shall the foregoing restrictive covenant apply to (a) debt permitted under Section 6.1, (b) Permitted Investments, (c) the execution, delivery and performance of the Assets agreements evidencing the obligation to pay the Management Fees, (d) transactions contemplated by the agreements set forth on the Disclosure Statement effected in connection with the IPO Event, (e) transactions in the ordinary course pursuant to Sections 5.4 and 5.5 shall not be exhausted the terms of a Benefit Plan, (f) any investment in a Fund, (g) transactions involving the use, transfer, or other disposition of any Assets, to the extent that (i) the Distribution by any one or more Sales as to any portion Borrower of such Assets remaining unsoldwould not have violated this Agreement and (ii) such use, but shall continue unimpaired until the entire Assets shall have been sold transfer, or all amounts secured other disposition would not otherwise result in an Event of Default or an Unmatured Event of Default or (h) transactions approved by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority conflicts committee of the Controlling Classboard of directors (or similar governing body) of the general partner of PTP (or of the PTP, from time to time postpone any Sale by public announcement made as applicable) (which committee shall be comprised of at the time and place least one independent member of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions board of Section 6.7 directors (or other applicable terms hereofsimilar governing body)). (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall will not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall will continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof.as (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State state regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall will be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes, and the Holders of the Subordinated Notes are permitted to participate in any such public Sale to the extent such Holders meet any eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “Sale”) Immediately upon receipt by the Borrower of the Net Cash Proceeds of any asset disposition (other than an asset disposition permitted by Section 6.19), the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to pay the principal of the Protective Advances and the Overadvances, second, to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Revolving Loans without a concomitant reduction in the Aggregate Commitment, and fourth, to cash collateralize outstanding Facility LCs. At the option of the Borrower, at the time the Borrower is required to make any prepayment pursuant to this Section 2.15(b), it may advise the Agent that it intends to reinvest such Net Cash Proceeds in assets to be used in the business of the Borrower or any other Loan Party (including through Capital Expenditures), and (y) such Net Cash Proceeds will be applied by the Borrower to the prepayment of Revolving Loans hereunder and, as contemplated by the second paragraph of Section 2.1.1(a), a portion of the Assets pursuant Aggregate Commitment equal to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion the amount of such Assets remaining unsoldprepayment will give rise to a Reserved Commitment Amount that will be available hereunder for purposes of acquiring assets to be used in the business of the Borrower and the other Loan Parties (including through Capital Expenditures), but shall continue unimpaired until and (z) the entire Assets shall have been sold or all amounts secured by Net Cash Proceeds from any such asset disposition must be so reinvested within 360 days of such asset disposition (it being understood that, in the Assets shall have been paid. The Trustee may upon notice event Net Cash Proceeds from more than one asset disposition are applied to the Holdersprepayment of Revolving Loans as provided in clause (y) above, and shallsuch Net Cash Proceeds shall be deemed to be released (or, upon direction of a Majority of as the Controlling Classcase may be, from time Revolving Loans utilizing the Reserved Commitment Amount shall be deemed to time postpone any Sale by public announcement made at be made) in the time and place of same order in which such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Saleasset dispositions occurred; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”)that, the Trustee may seek Aggregate Commitment will be automatically and permanently reduced in an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with amount equal to the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction amount of any conditions precedent or see to the application of any Moniesnet cash proceeds not so reinvested after 360 days.

Sale of Assets. etc. Enter into or be a party to any merger or consolidation; sell, assign, transfer, convey or lease any interest in all or any substantial part of its property except in the ordinary course of the Borrower1s business as now being conducted; purchase or otherwise acquire all or substantially all of the assets of any other person, or any shares of stock of; or similar interest in, any other person. The consent of the Lender and MIDFA to any requested merger or consolidation of the Borrower with any other person shall not be unreasonably withheld if (a) The power to effect any sale (a “Sale”) of any portion the net worth of the Assets entity surviving such merger or consolidation (the "Surviving Entity") would be not less than the net worth of the Borrower immediately preceding such consolidation or merger, and (b) if the Surviving Entity is not the Borrower, the Surviving Entity assumes the payment and performance of the Obligations pursuant to Sections 5.4 such written agreements as may be satisfactory to the Lender, and 5.5 MIDFA. MIDFA may further condition its consent to any consolidation or merger on the Surviving Entity agreeing that while any amounts remain outstanding under the Loan it will not (x) transfer its business operations then being conducted by the Borrower at the premises known as 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000 (the "Premises") out of the State of Maryland, or (y) materially reduce the number of employees at the Premises. Notwithstanding the foregoing, the consent of MIDFA to any matter described in this Section 6.01 shall not be exhausted by any one or more Sales as required if the Surviving Entity provides additional collateral for the Obligations of a type, in an amount and pursuant to written agreements which are in form and substance satisfactory to the Lender, and the Lender consents to the termination of the Insurance Agreement. The Lender and MIDFA further covenant and agree to use their best efforts in good faith to promptly respond to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured request by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of Borrower for a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of consent required under this Section 6.7 or other applicable terms hereof6.01. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including reasonable and documented fees and expenses of its attorneys and agents) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee and the Collateral Manager (and/or any of its affiliates) may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including reasonable and documented fees and expenses of its attorneys and agents) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice to the Holders of the Notes as soon as reasonably practicable of any public Sale, and the Holders of the Notes and the Collateral Manager (and each of their Affiliates) shall be permitted to participate in any such public Sale to the extent permitted by applicable law and to the extent such Holders or the Collateral Manager (or their Affiliates), as applicable, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of all or any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority the Holders of Obligations representing the requisite percentage of the Controlling ClassAggregate Outstanding Amount of Obligations having the power to direct such Sale, from time to time postpone any Sale by public announcement made at the time and place of such SaleSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof6.7. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets Debt or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof6.7. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesObligations. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the written consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of all or any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice provided as soon as reasonably practicable to the HoldersNoteholders, and shall, upon direction of a Majority the Holders of Notes representing the requisite percentage of the Controlling ClassAggregate Outstanding Amount of Notes having the power to direct such Sale, from time to time postpone any Sale by public announcement made at the time and place of such SaleSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee and the Collateral Manager shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof6.7. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Class A Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof6.7. The Secured Class A Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the written consent of a Majority of the Controlling ClassClass A Notes, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice as soon as reasonably practicable of any public Sale to the holders of the Partnership Interests, and the holders of the Partnership Interests and the Collateral Manager or any Affiliate thereof, shall be permitted to participate in any such public Sale to the extent permitted by applicable law and to the extent such Holders or the Collateral Manager or their respective Affiliates, as applicable, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. Upon the sale or other disposition of any assets by a Company (apermitted pursuant to Section 5.12 hereof) The power to effect any Person (other than a Credit Party) other than in the ordinary course of business, and to the extent the proceeds of such sale or other disposition are in excess of Two Hundred Fifty Thousand Dollars ($250,000) during any fiscal year of US Borrower and are not to be reinvested in fixed assets or other similar assets within one hundred eighty (180) days of such sale or other disposition, US Borrower, or any other Borrower, as appropriate, shall make a “Sale”Mandatory Prepayment, on the date of such sale or other disposition, in an amount equal to one hundred percent (100%) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion proceeds of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all disposition net of amounts secured reasonably determined by the Assets shall have been paid. The Trustee may upon notice Borrower to be required to pay taxes and costs applicable to the Holdersdisposition. If Administrative Borrower decides to reinvest in fixed assets or other similar assets, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting disposition of assets shall equal or exceed Two Million Dollars ($2,000,000), (A) US Borrower shall open a commerical Deposit Account at the reasonable costsmain office of Collateral Agent (or such other office as shall be designated by Collateral Agent) (the "Asset Disposition Account"), charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for (B) the net proceeds received from any Company in respect of such Sale disposition of assets shall be immediately deposited in the Asset Disposition Account by such Company, and shall be held by Collateral Agent as security for the Senior Indebtedness (as defined in the Intercreditor Agreement). Collateral Agent shall have exclusive control of the Asset Disposition Account. So long as no Default or Event of Default shall exist, Collateral Agent shall permit Administrative Borrower to withdraw funds from the Asset Disposition Account to be credited against applied to the costs and expenses of purchasing replacement fixed assets or similar assets. Any amounts owing on not applied by the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Companies as set forth above shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesapplied as a Mandatory Prepayment.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of all or any portion of the Assets pursuant to Sections Section 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice provided as soon as reasonably practicable to the HoldersNoteholders, and shall, upon direction of a Majority the Holders of Notes representing the requisite percentage of the Controlling ClassAggregate Outstanding Amount of Notes having the power to direct such Sale, from time to time postpone any Sale by public announcement made at the time and place of such SaleSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee and the Collateral Manager shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof6.7. (ba) The Trustee or the Collateral Manager may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof6.7. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (cb) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the written consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (dc) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, thereof without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (d) The Trustee shall provide notice as soon as reasonably practicable of any public Sale to the Holders of the Subordinated Notes, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent such Holders meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders and the Collateral Manager, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee and the Collateral Manager may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of all or any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice provided as soon as reasonably practicable to the HoldersNoteholders, and shall, upon direction of a Majority the Holders of Notes representing the requisite percentage of the Controlling ClassAggregate Outstanding Amount of Notes having the power to direct such Sale, from time to time postpone any Sale by public announcement made at the time and place of such SaleSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee and the Portfolio Manager shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof6.7. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof6.7. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee Portfolio Manager may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the written consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice as soon as reasonably practicable of any public Sale to the Holders of the Subordinated Notes and the Portfolio Manager, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Portfolio Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The Collateral Trustee's power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections Section 5.4 (Remedies) and Section 5.5 (Optional Preservation of Assets) shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the HoldersHolders and a Responsible Officer of the Collateral Manager, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection 144 with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 (Compensation and Reimbursement) or other applicable terms hereof. (b) The Trustee Collateral Trustee, the Collateral Manager, any Affiliate of the Collateral Manager and one or more funds or accounts managed by the Collateral Manager or Affiliates of the Collateral Manager may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Collateral Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 (Compensation and Reimbursement) hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the United States Securities and Exchange Commission or any other relevant U.S. federal or State state regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Collateral Trustee shall provide notice of any public Sale to the Holders of the Debt and the Collateral Manager at least 10 days prior to such public Sale, and the Collateral Manager, its Affiliates and the Holders of the Debt shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders, the Collateral Manager or its Affiliates, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections Section 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may may, upon notice to the Holders, and shall, upon direction of a Majority of the Controlling ClassClass Representative, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any Moniesamounts. (d) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

Sale of Assets. (a) The power to effect any In the event of a sale (a “Sale”the "QUALIFIED SALE") of any portion substantially all of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any assets of Holdings, in one or more Sales a series of related transactions, to Thule Sportrack Beheer B.V. (the "SUCCESSOR GUARANTOR") or its Affiliates, (i) the Successor Guarantor shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee in all respects), executed and delivered to the Trustee, the Obligations under the Holdings Guarantee and the performance of every covenant of the Holdings Guarantee to be performed or observed, (ii) the Company shall remain an Issuer under this Indenture, (iii) any Person that acquires all or substantially all of the assets of Valley Industries, LLC ("VALLEY") shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee in all respects), executed and delivered to the Trustee, the Obligations of Valley as to any portion a Subsidiary Guarantor and the performance of every covenant of such Assets remaining unsoldSubsidiary Guarantee to be performed or observed, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured and (iv) an entity designated by the Assets Successor Guarantor (the "SUCCESSOR ISSUER") shall have been paid. The Trustee may upon notice expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the HoldersTrustee in all respects), executed and shalldelivered to the Trustee, upon direction of a Majority all of the Controlling ClassObligations of AAS Capital Corporation under this Indenture, from time to time postpone any Sale by public announcement made at whereupon the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee Successor Issuer shall be authorized to deduct the reasonable costs, charges deemed an Issuer for all purposes of this Indenture and expenses incurred by it in connection with such Sale AAS Capital Corporation shall be released from the proceeds thereof notwithstanding its obligations under this Indenture. Notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire 11.4 of this Indenture, any portion Subsidiary Guarantor that is no longer a Subsidiary of the Assets on behalf Company, the Successor Guarantor or the Successor Issuer upon the effectiveness of a Qualified Sale shall be released from its Obligations as a Subsidiary Guarantor under this Indenture. Upon the Holders in connection effectiveness of a Qualified Sale and subject to compliance with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions contained herein, (x) Holdings will be automatically discharged from all of its Obligations under this Indenture and the Holdings Guarantee and (y) this Section 6.7 hereof 5.1 shall have no further force or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indentureeffect. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies."

Sale of Assets. (a) At the Closing, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to GigaNews good, valid and marketable title to the assets identified as the “GigaNews Acquired Assets” on Schedule 1.1(a) (the “GigaNews Acquired Assets”), including without limitation the Contracts identified as “GigaNews Assigned Contracts” on Schedule 1.1(a) (the “GigaNews Assigned Contracts”), on the terms and subject to the conditions set forth in this Agreement. In addition, at the Closing Seller shall cause to be sold, assigned, transferred, conveyed and delivered to SPN Acquisition good, valid and marketable title to the assets identified as “SPN Acquired Assets” on Schedule 1.1(a) (the “SPN Acquired Assets” and, together with the GigaNews Acquired Assets, the “Acquired Assets”), including without limitation the Contracts identified as “SPN Assigned Contracts” on Schedule 1.1(a) (the “SPN Assigned Contracts” and, together with the GigaNews Assigned Contracts, the “Assigned Contracts”), on the terms and subject to the conditions set forth in this Agreement. The power Purchasers shall acquire and Seller shall deliver the Acquired Assets free and clear of all Encumbrances, other than the Permitted Encumbrances. If, at the Closing Date, either Purchaser does not obtain full right, title and interest in and to effect any sale (a “Sale”) of any portion of the Acquired Assets to be acquired by it pursuant to Sections 5.4 this Section, then, subject to Section 1.1(c), the Acquired Assets in question and 5.5 all benefits arising therefrom shall not be exhausted held by any one Seller in trust for such Purchaser until such time as such Purchaser shall have obtained full right, title and interest therein and thereto; provided that, to the maximum extent permitted by law Seller shall deliver to such Purchaser all proceeds, money and other rights and benefits to which such Purchaser is beneficially or more Sales as to any portion legally entitled in respect of the use of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofAcquired Assets. (b) The Trustee may bid for and acquire Purchasers agree that they are not acquiring any portion rights, title or interest in, to or under any Excluded Assets. The Purchasers will not assume any liability, responsibility or obligations with regard to any employee of the Assets on behalf of the Holders Seller, including without limitation, in connection with a public Sale thereofcompensation or compensation plans, benefit plans, options or equity plans, severance or termination pay, insurance or other employment related costs relating to Seller or its employees, all of which shall remain the obligation of Seller. Subject to the terms and conditions of this Agreement and the Transition Services Agreement, upon the successful consummation of the sale and purchase of the Acquired Assets pursuant hereto on the Closing Date, GigaNews agrees to assume and pay, perform and discharge when due the GigaNews Assumed Liabilities, and may pay all or part of SPN Acquisition agrees to assume and pay, perform and discharge when due the purchase price by crediting against amounts owing on SPN Assumed Liabilities. Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need Purchasers will not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage assume or otherwise deal with have any property so acquired in any manner permitted by law in accordance with this Indentureresponsibility or liability for, the Excluded Liabilities. (c) If Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any portion Acquired Asset (including any Assigned Contract) or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Assets consists of securities issued without registration under applicable Purchaser or Seller thereunder. Subsequent to the Securities Act (“Unregistered Securities”)Closing, the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with Seller will use all reasonable efforts to obtain the consent of the other parties to any such Acquired Asset or claim or right or any benefit arising thereunder for the assignment thereof to the applicable Purchaser or as such Purchaser may otherwise request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights thereunder so that the applicable Purchaser would not in fact receive all such rights, Seller will cooperate with such Purchaser in any lawful and economically feasible arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to such Purchaser, or under which Seller would enforce for the benefit of such Purchaser, with Purchaser assuming Seller’s obligations, any and all rights of Seller against a Majority third party thereto. Nothing in this Section 1.1(c) shall be deemed a waiver by either GigaNews or SPN Acquisition of its right to have received on or before the Closing an effective assignment of all of the Controlling ClassGigaNews Acquired Assets and the SPN Acquired Assets, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securitiesrespectively. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Seller, for a valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants, and conveys to Purchaser the Transferred Assets free from Encumbrance as a going concern with effect from the Date of Completion. Without prejudice to the generality of the foregoing the Assets shall specifically include the following: (a) The power to effect any sale all equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of the Seller listed on Schedule A hereto and incorporated herein by this reference (a “SaleTransferred Asset Schedule”) of any portion of (collectively, the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof.“Seller Assets”); (b) The Trustee may bid for all Intellectual Property and acquire any portion Intellectual Property Rights of the Assets Seller listed on behalf of Schedule A hereto and incorporated herein by this reference (the Holders in connection with a public Sale thereof“IP Schedule”) (collectively, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture.“Seller IP”); (c) If any portion all claims (including claims for past infringement or misappropriation of Intellectual Property or Intellectual Property Rights) and causes of action of the Assets consists Seller against other Persons (regardless of securities issued without registration under whether or not such claims and causes of action have been asserted by the Securities Act (“Unregistered Securities”Seller), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Trustee may seek an Opinion Seller (regardless of Counselwhether such rights are currently exercisable), orin each case, if relating to any of the foregoing; and Notwithstanding anything to the contrary in this Agreement, the term “Transferred Assets” shall not include Excluded Assets or any Liabilities relating to the Transferred Assets. It is expressly agreed upon between the Seller and the Purchaser that the Purchaser does not assume, and shall have no such Opinion obligation to perform or satisfy, any of Counsel can be obtained and the Liabilities associated with the consent of a Majority of Transferred Assets and that the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of Seller shall remain obligated for such Unregistered SecuritiesLiabilities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee Collateral Agent may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee Collateral Agent hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that each of the Trustee Trustee, the Collateral Agent and the Loan Agent shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 and 6.24 or other applicable terms hereof. (b) The Trustee Collateral Agent may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee Trustee, the Collateral Agent and the Loan Agent in connection with such Sale notwithstanding the provisions of Section 6.7 and 6.24 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee Collateral Agent may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee Collateral Agent may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee Collateral Agent is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the TrusteeCollateral Agent’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power Sellers hereby agree and covenant that in the event of a Sale of Sellers’ Assets (as hereinafter defined), the Sellers will require, as a condition to effect any sale (completion of the Sale of Seller’s Assets transaction, the acquiror or acquirors in such transaction to assume all of the post-Closing liabilities and obligations of the Sellers under this Agreement. For purposes of this Section 4.14, a “Sale”) Sale of any portion Sellers’ Assets” shall be deemed to have occurred when all or substantially all of the Assets pursuant assets of Xxxxxxx Foods, Inc. and its subsidiaries, as such operations exist as of the date hereof (the “MFI Business”), are sold, transferred or otherwise divested to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion third Persons, by operation of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold law or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holdersotherwise, and shall, upon direction of a Majority regardless of the Controlling Classform of transaction, from time to time postpone any Sale by public announcement made at in one transaction or a series of transactions, without a corresponding transfer of all of the time then-outstanding post-Closing liabilities and place obligations of such Salethe Sellers under this Agreement and the Seller Documents. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costsAny determination regarding whether there is a sale, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 transfer or other applicable terms hereofdivestiture of “all or substantially all the assets” of the MFI Business will be made in accordance with Delaware law. (b) The Trustee may bid for Buyer hereby agrees and acquire any portion covenants that in the event of a Sale of Buyer’s Assets (as hereinafter defined), the Buyer will require, as a condition to completion of the Sale of Buyer’s Assets on behalf transaction, the acquiror or acquirors in such transaction to assume all of the Holders in connection with post-Closing liabilities and obligations of the Buyer under this Agreement. For purposes of this Section 4.14, a public “Sale thereofof Buyer’s Assets” shall be deemed to have occurred when all or substantially all of the assets of the Buyer, as such operations exist as of the date hereof (the “Buyer’s Business”), are sold, transferred or otherwise divested to one or more third Persons, by operation of law or otherwise, and may pay regardless of the form of transaction, in one transaction or a series of transactions, without a corresponding transfer of all of the then-outstanding post-Closing liabilities and obligations of the Buyer under this Agreement and the Buyer Documents. Any determination regarding whether there is a sale, transfer or other divestiture of “all or part substantially all the assets” of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not Buyer’s Business will be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law made in accordance with this IndentureDelaware law. (c) If any portion The Sellers and the Buyer acknowledge and agree that the objective of this Section 4.14 is to ensure that the Sellers and the Buyer receive the benefit of their bargain with respect to the post-Closing liabilities and obligations of the Assets consists of securities issued without registration parties under the Securities Act (“Unregistered Securities”)this Agreement, the Trustee may seek an Opinion of CounselSeller Documents and the Buyer Documents. Therefore, or, if no such Opinion of Counsel can be obtained and with in the consent event of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument Sellers’ Assets or Sale of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In additionBuyer’s Assets, the Trustee parties agree to cooperate with each other to ensure that the foregoing objective is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesaccomplished.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire applicable Assets shall have been sold or all amounts secured by the such Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, the Loan Agent (who shall forward to the Class A-1L-R Lenders) and the Collateral Manager, and shall, upon written direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Collateral Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its their interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Collateral Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power Without limiting the obligation of the Borrower to effect obtain the consent of the Majority Lenders pursuant to Section 9.05 hereof to any sale (a “Sale”) Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any portion Disposition (other than an Excluded Disposition) in which the Net Available Proceeds of such Disposition shall exceed $250,000 (herein, the "Current Disposition"), to deliver to the Administrative Agent (which shall promptly forward a copy thereof to the Lenders) a statement, certified by a Senior Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the Assets pursuant estimated amount of the Net Available Proceeds of the Current Disposition that will (on the date of the Current Disposition) be received in cash, in which event the Borrower will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales automatic reduction (in each case in the manner specified in paragraph (f) below as follows: (i) upon the date of the Current Disposition, in an aggregate amount equal to any portion 100% of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice Net Available Proceeds thereof to the Holders, and shall, upon direction of a Majority extent received in cash on the date of the Controlling ClassCurrent Disposition; and (ii) thereafter, from time to time postpone as the Borrower or any Sale by public announcement made at the time and place of its Subsidiaries shall receive Net Available Proceeds during such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it quarterly fiscal period in cash under deferred payment or escrow arrangements or Investments entered into or received in connection with any Disposition, in an amount equal to (x) 100% of the aggregate amount of such Sale from Net Available Proceeds minus (y) any transaction expenses associated with Dispositions and not previously deducted in the proceeds thereof determination of Net Available Proceeds plus (or minus, as the case may be) (z) any other adjustment received or paid by the Borrower or such Subsidiary pursuant to the respective agreements giving rise to Dispositions and not previously taken into account in the determination of the Net Available Proceeds of Dispositions, provided that, notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of foregoing, the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need Borrower shall not be produced in order required to complete make any such Sale, prepayment or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with reduce Commitments Credit Agreement under this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. paragraph (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion until such time as the aggregate amount of the Assets in connection required prepayments and reductions of Commitments pursuant to the foregoing clauses (i) and (ii) (with respect to the then Current Disposition and all prior Dispositions as to which a Sale thereofprepayment has not yet been made under this paragraph (d)), without recourseafter deducting any such amounts previously applied to prepayments and reductions of Commitments pursuant to this paragraph (d), representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound greater than or equal to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies$1,000,000.

Sale of Assets. A. At the Closing (a) as defined below), Seller shall sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser will purchase from Seller all of Seller’s right, title and interest in and to the Purchased Assets set forth on Schedule 1.1 attached hereto. Except as otherwise stated in Schedule 1.1, the Purchased Assets shall be free and clear of any and all liabilities, obligations, claims, debts, mortgages, charges, security, interests, equities, or imperfections of any nature, or other liens or encumbrances, whether absolute, accrued, contingent or otherwise. B. The power transfer and sale of the Purchased Assets shall be affected by delivery at the Closing of the following: 1. By Seller to effect any Purchaser, an assignment and xxxx of sale substantially in form attached hereto as Exhibit A (a the “Xxxx of Sale”) of any portion transferring and assigning to Purchaser all of the Assets pursuant Purchased Assets, other than the Patents; 2. By Seller to Sections 5.4 Purchaser, assignments with respect to all customer leads and 5.5 all Patents, Copyrights, Trade Secrets, Marks and Websites and all applications therefore in which Company has any interest, all in recordable form, including, without limitation, a Patent Assignment substantially in the form attached hereto as Exhibit B (the “Patent Assignment”) assigning all of the existing patents and patent applications in which Company has any interest; and 3. By Seller to Purchaser, such other good and sufficient instruments of conveyance and transfer as shall not be exhausted by any one reasonably necessary or more Sales as appropriate to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice vest in Purchaser good and valid title to the HoldersPurchased Assets (collectively, and shallthe “Other Instruments”), upon direction of a Majority as contemplated by this Agreement. 4. By Purchaser to Seller, the Purchase Price (as defined herein). C. The parties’ intent is to enter into this Agreement immediately after Seller completes the foreclosure sale of the Controlling ClassForeclosed Assets. Because the Closing is to occur immediately thereafter, the parties acknowledge that certain disputes from time to time postpone any Sale by public announcement made at other creditors of the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it Company may arise in connection with such Sale the Purchased Assets. The parties acknowledge that this Agreement contemplates Seller defending Purchaser from the proceeds thereof notwithstanding claims of third parties regarding those assets identified on Schedule 1.1, and that certain adjustments may occur pursuant to Section 10.2.A as a result of such claims. Notwithstanding anything herein to the provisions of Section 6.7 contrary, under no circumstance will a claim brought by a third party or other applicable terms dispute against any of the Purchased Assets be considered a breach of this Agreement by Seller; provided, however, that Seller is subject to the indemnification provisions set forth in Section 10.2 hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Company to obtain the consent of the Majority Lenders pursuant to Section 9.05 hereof to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (aherein, the "CURRENT DISPOSITION"), and of all prior Dispositions as to which a prepayment has not yet been made under this Section 2.10(d), shall exceed $15,000,000 then, no later than five Business Days prior to the occurrence of the Current Disposition, the Company will deliver to the Lenders a statement, certified by a Responsible Officer of the Company, in form and detail reasonably CREDIT AGREEMENT satisfactory to the Administrative Agent, of the amount of the anticipated Net Available Proceeds of the Current Disposition and of all such prior Dispositions as to which a prepayment has not yet been made under this Section 2.10(d) The power and will prepay, upon receipt of such Net Available Proceeds, Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to effect any sale automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions as to which a prepayment has not been made under this Section 2.10(d) in excess of $15,000,000, such prepayment and reduction to be effected in each case in the manner and to the extent specified in paragraph (a “Sale”f) of any portion this Section 2.10. Notwithstanding the foregoing, neither the Disposition of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured Receivables by the Assets shall have been paid. The Trustee may upon notice Company or any of its Subsidiaries to the Holders, and shall, upon direction of a Majority of Receivables Company or to the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it United Stationers Receivables Master Trust in connection with such Sale from the proceeds thereof notwithstanding Receivables Financing nor the provisions Disposition for fair value of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid any Part A Property shall be a "Disposition" for and acquire any portion purposes of the Assets on behalf preceding sentence. If, however, any Part B Property is disposed of within one year prior to or after the Disposition of Part A Property located in the same geographical area, the Company shall, within one year of the Holders in connection with last of such Dispositions, apply the Net Available Proceeds of such Dispositions to (i) the purchase or construction of a public Sale thereof, and may pay all replacement facility or part (ii) the prepayment of the purchase price by crediting against amounts owing on Loans (and/or the Secured Notes provision of cover for Letter of Credit Liabilities as specified in paragraph (g) below) and the case reduction of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureCommitments as provided above. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a ““ Sale”” ) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Collateral Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Collateral Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Collateral Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Collateral Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Collateral Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Collateral Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (““Unregistered Securities””), the Collateral Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Collateral Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Collateral Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Collateral Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders pursuant to Section 7.03 to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (aherein, the "Current Disposition"), and of all such prior Dispositions (in each case including, for avoidance of doubt, Properties Designated for Sale) The power as to effect any sale which a prepayment has not yet been made under this paragraph, shall exceed $1,000,000 then, on the same day the Current Disposition occurs, the Borrower will deliver to the Lenders a statement, certified by a Financial Officer of the Borrower, in form and detail satisfactory to the Paying Agent, of the amount of the Net Available Proceeds of the Current Disposition and of all such prior Dispositions and will prepay the Tranche B Loans in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions, such prepayment to be effected in each case in the manner and to the extent specified in clauses (a “Sale”vi) and (vii) of any portion of this paragraph, provided that, notwithstanding the Assets pursuant to Sections 5.4 and 5.5 foregoing, (x) the Borrower shall not be exhausted by required to make a prepayment under this clause (iv) in any one or more Sales as Fiscal Year except to any portion the extent that the aggregate amount of such Assets remaining unsold, but required prepayments exceeds $500,000 in such Fiscal Year and (y) the Borrower shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice not be required to make a prepayment under this clause (iii) to the Holders, and shall, upon direction of a Majority of extent that (A) the Controlling Class, from time to time postpone any Sale by public announcement made Borrower advises the Paying Agent at the time and place of the relevant Disposition that it intends to use such Sale. The Trustee hereby expressly waives its rights Net Available Proceeds to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from reinvest the proceeds thereof notwithstanding into the provisions business of Section 6.7 the Parent Guarantor or other applicable terms hereof.any of its Subsidiaries, (bB) The Trustee may bid for and acquire any portion such Net Available Proceeds are in fact so applied to such reinvestment within 180 days of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes such Disposition (it being understood that Net Available Proceeds shall be deemed to be utilized in the case same order in which such Dispositions occurred and, accordingly, any such Net Available Proceeds not so applied to such reinvestment for more than 180 days shall be forthwith applied to the prepayment of Tranche B Loans as provided above), and (C) the Assets or other amounts secured by the Assets, all or part of the net proceeds amount of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with Net Proceeds applied to such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need reinvestments does not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired exceed $10,000,000 in any manner permitted by law in accordance with this IndentureFiscal Year. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warrantywarranty express or implied. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. The indenture provides that we may not consolidate with or merge with or into any other person or convey, transfer or lease all or substantially all our assets to another person, unless: • either we are the continuing corporation or the resulting, surviving or transferee person (a) The power to effect any sale (a the “Salesuccessor company”) will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (unless such corporation has (1) agreed to make all payments due in respect of the notes without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges (except those imposed by the United States or any political subdivision or taxing authority thereof or therein) unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of such notes after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed, (2) irrevocably and unconditionally consented and submitted to the jurisdiction of any portion United States federal court or New York state court, in each case located in the Borough of Manhattan, New York City, in respect of any action, suit or proceeding against it arising out of or in connection with the notes and the indenture and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in New York City for service of process in any action, suit or proceeding referred to in clause (2) above) and will expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form reasonably satisfactory to the trustee, all of our obligations under the notes and the indenture; • if as a result of such transaction the notes become exchangeable into common stock or other equity securities issued by a third party, such third party assumes or fully and unconditionally guarantees all obligations under the notes and the indenture; • immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales successor company as to any portion a result of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have transaction as having been sold or all amounts secured incurred by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made successor company at the time and place of such Saletransaction), no default under the indenture shall have occurred and be continuing; and • we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance or transfer or lease and such supplemental indenture (if any) comply with the indenture. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall successor company will succeed to, and be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereofsubstituted for, and may pay all or part exercise every right and power of us under the purchase price by crediting against amounts owing on the Secured Notes indenture, but in the case of the Assets or other amounts secured by the Assets, a lease of all or part substantially all our assets we will not be released from our obligations in respect of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenturenotes. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power Upon the terms and subject to effect any sale (a “Sale”) of any portion the conditions set forth herein, and on the basis of the Assets representations and warranties contained herein, at the Closing (as defined below), the Company shall sell, convey, transfer, assign and deliver to Xxxxxx, and Xxxxxx shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the assets of the Company that are identified in this Section 1 and on Schedule 1 attached hereto (“List of Assets”). The assets, properties and rights to be conveyed, sold, transferred, assigned and delivered to Xxxxxx pursuant to Sections 5.4 this Agreement are sometimes hereinafter collectively referred to as the “Assets”. The parties understand and 5.5 agree that any assets of the Company that are not referenced above in Section 1 and included on Schedule 1 are expressly excluded from the scope of this asset purchase transaction and shall not be exhausted deemed “Assets” being purchased by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofXxxxxx herein. (b) The Trustee may bid for parties hereto understand and acquire any portion of the Assets on behalf of the Holders agree that in connection with a public Sale thereof, and may pay all or part Xxxxxx’x purchase of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all Xxxxxx will not be assuming, expressly or part otherwise, any liabilities of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureCompany. (c) If any portion The transfer of the Assets consists as herein contemplated shall be made by the Company, free and clear of securities issued without registration under all encumbrances of any kind or nature and shall be effected by such bills of sale, endorsements, assignments, drafts, checks, deeds and other instruments of transfer, conveyance and assignment as shall be reasonably requested by Xxxxxx on the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered SecuritiesClosing Date as contemplated by this Agreement. (d) The Trustee purchase price for the Assets (the "Purchase Price") shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion be One Hundred Thirty Two Thousand Nine Hundred Dollars ($132,900). The Purchase Price shall be paid by the cancellation of the Assets indebtedness in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact amount of the Issuer Purchase Price owed by the Company to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any MoniesXxxxxx.

Sale of Assets. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders pursuant to Section 7.03 to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (a) The power herein, the "Current Disposition"), and of all prior Dispositions taking place within the calendar year ending on the date of the Current Disposition as to effect any sale which a prepayment has not yet been made under this paragraph, shall exceed $250,000 then, no later than five Business Days prior to the occurrence of the Current Disposition, the Borrower will deliver to the Lenders a statement, certified by a Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, of the amount of the Net Available Proceeds of the Current Disposition and of all such prior Dispositions and will prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (a “Sale”v) of any portion of this paragraph, provided that, notwithstanding the Assets pursuant to Sections 5.4 and 5.5 foregoing, the Borrower shall not be exhausted by any one or more Sales as required to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice make a prepayment under this clause (iii) to the Holders, and shall, upon direction of a Majority of extent that (A) the Controlling Class, from time to time postpone any Sale by public announcement made Borrower advises the Administrative Agent at the time of the relevant Disposition that it intends to reinvest such Net Available Proceeds in tangible real or personal property to be used by the Borrower and place its Subsidiaries in their business, (B) such Net Available Proceeds are held by the Borrower in a segregated investment or other account until so used to make such reinvestment as contemplated above, and Credit Agreement (C) such Net Available Proceeds are in fact so applied to such reinvestment within 180 days of such Sale. The Trustee hereby expressly waives its rights to any amount fixed Disposition (it being understood that, in the event Net Available Proceeds from more than one Disposition are held by law as compensation for any Sale; provided that the Trustee Borrower, such Net Available Proceeds shall be authorized deemed to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes be utilized in the case of the Assets or other amounts secured by the Assetssame order in which such Dispositions occurred and, all or part of the net proceeds of such Sale after deducting the reasonable costsaccordingly, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order Net Available Proceeds so held for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale more than 180 days shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see forthwith applied to the application prepayment of any MoniesLoans as provided above).

Sale of Assets. The Borrower will not sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets (aother than in the ordinary course of business or equipment or other personal property which has become inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof will not impair the operations of the Borrower) The power to effect any sale (a “Sale”) or of any portion of the Assets pursuant Property or any interest therein (whether in one transaction or in a series of transactions), other than Permitted Encumbrances, without the prior written consent of the Lender (which consent will not be unreasonably withheld, conditioned or delayed) and the delivery to Sections 5.4 the Issuer and 5.5 the Lender of an opinion of Special Counsel to the effect that any such sale, lease, assignment, transfer or other disposition will not cause the interest on the Tax-Exempt Issuer Loan Obligations to be included in gross income of the owners thereof. Notwithstanding the previous sentence, the Issuer Loan Obligations and the Borrower Loans shall become due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The Borrower shall provide the Issuer and the Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of the Property or any interest therein and shall agree in writing to remain liable under the Loan Documents. In the event of a sale, assignment or transfer of the Property or any portion thereof to an affiliate of the Borrower (which shall also be subject to the Lender’s prior written consent, which shall not be exhausted by any one unreasonably withheld, conditioned or more Sales as to any portion of delayed), such Assets remaining unsoldpurchaser, but assignee or transferee shall continue unimpaired until assume in writing the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration Borrower’s obligations under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered SecuritiesLoan Documents. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Except to the extent permitted under, and subject to the terms and conditions of, Sections 12.7 and 12.8 hereof, Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or hereafter acquired assets, except: (a) The power the sale of inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, (c) leases of assets to effect any an entity in which Borrower has at least a fifty-percent (50%) interest in ownership, profits, and governance; (d) the one-time sale by Borrower to Agriliance, LLC of Inventory and Accounts Receivable owing to Borrower on account of Borrower’s manufacture, purchase, or sale of fertilizer and agricultural chemicals, subject to the following: (i) such sale shall result in a “Sale”cash payment to Borrower in the full amount of such Accounts Receivable and Inventory being sold, (ii) simultaneously with the receipt of any such cash payment Borrower shall make a payment against principal owing on the Loans to the extent, if any, that the outstanding balance owing on the Loans exceeds the Borrowing Base after deduction of the portion of the Assets pursuant Borrowing Base then in effect which is based on such Accounts Receivable and Inventory, and (iii) simultaneously with the receipt of the payment described in clause (d)(ii) hereof, the Collateral Agent shall take such action as is reasonably required by Agriliance, LLC to Sections 5.4 release such Accounts Receivable and 5.5 Inventory from the Collateral, provided that the Collateral Agent shall not be exhausted required to take any such action which might reasonably be construed as effecting a release of the Collateral Agent’s lien on any other Collateral; (e) the one time sale of the Pork Processing Plant located in Dubuque, Iowa for a cash sale price of approximately $6,000,000.00, subject to the following: (i) such sale shall result in a cash payment to the seller in the full amount of the cash sale price, and (ii) simultaneously with the receipt of the payment described in clause (e)(i) hereof, the Collateral Agent shall take such action as is reasonably required by any one or more Sales as to any portion the buyer of such Assets remaining unsoldfacility to release its lien, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holdersif any, and shallon such facility, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee Collateral Agent shall not be authorized required to deduct take any such action which might reasonably be construed as effecting a release of the reasonable costsCollateral Agent’s lien on any other Collateral; (f) Borrower’s one time transfer in return for equity interest, charges of the Feed Xxxxx to a Person to be formed by Borrower and expenses incurred by it in connection Land O’ Lakes, Inc., subject to the following: (i) simultaneously with such Sale from transfer, Borrower’s equity interest in such Person (which equity interest shall represent a percentage of the proceeds thereof notwithstanding entire equity of such Person not less than the provisions percentage determined by dividing the value of assets contributed by Borrower to such Person by the value of the assets contributed to such Person by both Borrower and Land O’ Lakes, Inc.), shall thereafter be considered included within the definition of Investment Collateral, (ii) Borrower shall take such action, including obtaining third party consents, as the Administrative Agent and the Collateral Agent shall reasonably require to grant the Collateral Agent a security interest in such equity interest in accordance with Section 6.7 8.1 hereof, and (iii) simultaneously with the grant of such security interest and the provision of such third party consents, the Collateral Agent shall take such action as is reasonably required by the Person to which such Feed Xxxxx were contributed to release the lien in favor of the Collateral Agent, if any, on such Feed Xxxxx, provided that the Collateral Agent shall not be required to take any such action which might reasonably be construed as effecting a release of the Collateral Agent’s lien on any other Collateral; (g) Borrower’s one time transfer in return for equity interest, of its Coffeyville, Kansas refinery to Cooperative Refining, LLC, subject to the following: (i) simultaneously with such transfer, Borrower’s equity interest in such Person, shall thereafter be considered included within the definition of Investment Collateral, (ii) Borrower shall take such action, including obtaining third party consents, as the Administrative Agent and the Collateral Agent shall reasonably require to grant the Collateral Agent a security interest in such equity interest in accordance with Section 8.1 hereof, and (iii) simultaneously with the grant of such security interest and the provision of such third party consents, the Collateral Agent shall take such action as is reasonably required by Cooperative Refining, LLC to release the lien in favor of the Collateral Agent, if any, on such refinery, provided that the Collateral Agent shall not be required to take any such action which might reasonably be construed as effecting a release of the Collateral Agent’s lien on any other Collateral; (h) the one-time sale by Borrower to Country Energy, LLC of Inventory and Accounts Receivable owing to Borrower on account of Borrower’s manufacture, purchase, or other applicable terms hereof. sale of energy products, subject to the following: (bi) The Trustee may bid for such sale shall result in a cash payment to Borrower in the full amount of such Accounts Receivable and acquire any Inventory being sold, (ii) simultaneously with the receipt of such cash payment Borrower shall make a payment against principal owing on the Loans to the extent, if any, that the outstanding balance owing on the Loans exceeds the Borrowing Base after deduction of the portion of the Assets Borrowing Base then in effect which is based on behalf such Accounts Receivable and Inventory, and (iii) simultaneously with the receipt of the Holders payment described in connection clause (h)(ii) hereof, the Collateral Agent shall take such action as is reasonably required by Country Energy, LLC to release such Accounts Receivable and Inventory from the Collateral, provided that the Collateral Agent shall not be required to take any such action which might reasonably be construed as effecting a release of the Collateral Agent’s lien on any other Collateral; and (i) except the sale of assets of, or Borrower’s equity interest in, National Carriers, Inc. For purposes of this Section, “material part” shall mean assets with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes value in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order aggregate for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position period from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see date hereof to the application 364-Day Maturity Date, at the lesser of any Monies.book value or market value, of $50,000,000.00

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may upon notice to the HoldersSecurityholders and each Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5 hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5 hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided provided, that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall the Trustee be required to register Unregistered Securities under the Securities Act. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a)(i) and Section 11.1(a)(ii) in the same manner as if the Notes had been accelerated.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee Collateral Agent may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee Collateral Agent hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee Collateral Agent shall be authorized to deduct the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee Collateral Agent may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee Collateral Agent may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee Collateral Agent may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee Collateral Agent is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the TrusteeCollateral Agent’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Midwest shall not sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets (aincluding accounts receivable and capital stock of or other ownership interests in Subsidiaries) The power to any Person (each such event, an "ASSET DISPOSITION"), unless the aggregate net book value of all such assets, together with the net book value of all other assets sold, transferred, leased, contributed or conveyed by Midwest pursuant to this SECTION 6.2 since the Closing Date, does not exceed the Permitted Percentage; PROVIDED, HOWEVER, that notwithstanding anything to the contrary contained herein, Midwest may (i) sell or otherwise dispose of assets as and to the extent necessary to comply with Requirements of Law; PROVIDED, HOWEVER, that if after giving effect to any sale Asset Dispositions required to be made under this CLAUSE (i) the aggregate net book value of sales made under this SECTION 6.2 would exceed the Permitted Percentage, Midwest shall make a “Sale”) prepayment of any portion all Net Cash Proceeds therefrom pursuant to the terms of the Assets Holdings Credit Agreement, (ii) sell or otherwise dispose of Cash Equivalent Investments, (iii) enter into the Facility Site Lease and the Other Facility Site Leases and (iv) transfer certain railcars or rights to railcars as part of the Transco Transaction; PROVIDED, FURTHER, that any Asset Disposition pursuant to Sections 5.4 and 5.5 this proviso shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until included in the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority calculation of the Controlling Class, from time aggregate net book value of assets sold pursuant to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofthis SECTION 6.2. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Borrowers to obtain the consent of the Majority Lenders pursuant to Section 8.05 to any Disposition not otherwise permitted hereunder, in the event that the aggregate Net Available Proceeds of (ax) The power to effect any sale Disposition (a herein, the “SaleCurrent Disposition”) plus (y) all prior Dispositions after the Restatement Effective Date (including amounts which were set aside for reinvestment pursuant to the second paragraph of any portion this Section 2.10(d) but were not in fact so reinvested within one year) as to which a prepayment has not yet been made under this Section 2.10(d),the proceeds of which have not previously been reinvested or committed to be reinvested in accordance with the next paragraph or applied to a mandatory prepayment (collectively, “Prior Dispositions”) shall exceed $50,000,000, then, no later than five Business Days after the occurrence of the Assets pursuant Current Disposition, the Borrowers will deliver to Sections 5.4 the Administrative Agent (which shall promptly provide a copy thereof to the Lenders) a statement, certified by a Senior Officer, in form and 5.5 detail satisfactory to the Administrative Agent, of the aggregate amount of the Net Available Proceeds of the Current Disposition and any such Prior Dispositions and will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below) in an aggregate amount equal to 100% of such aggregate Net Available Proceeds of the Current Disposition and such Prior Dispositions, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. The amount of Net Available Proceeds from Prior Dispositions as of the Restatement Effective Date is $6,000,000. Notwithstanding the foregoing, the Borrowers shall not be exhausted by required to make a prepayment pursuant to this paragraph (d) with respect to Net Available Proceeds from any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until Disposition in the entire Assets shall have been sold or all amounts secured by event that the Assets shall have been paid. The Trustee may upon notice to Borrowers advise the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made Administrative Agent at the time and place the Net Available Proceeds from such Disposition are received that they intend to reinvest such Net Available Proceeds in replacement assets pursuant to an Acquisition permitted under Section 8.05(d)(vi) or in Capital Expenditures, so long as the Net Available Proceeds are applied, to the extent the Borrowers so elect or are required, to prepay Term Loans within 12 months following the receipt of such Sale. The Trustee hereby expressly waives its rights Net Available Proceeds from a Disposition or, to any amount fixed by law as compensation for any Sale; the extent such Borrower elects, to make or commit to make pursuant to a written agreement to acquire replacement assets pursuant to Section 8.05(d)(iv) or pursuant to an Acquisition pursuant to Section 8.05(d)(vi), provided that such investment occurs and such Net Available Proceeds are so applied within 12 months following the Trustee shall be authorized to deduct the reasonable costsreceipt of such Net Available Proceeds or, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of funds committed to be invested in such assets pursuant to a written agreement dated within 12 months following the Assets or other amounts secured by the Assets, all or part of the net proceeds receipt of such Sale after deducting Net Available Proceeds, such investment occurs within 18 months following the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds receipt of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureNet Available Proceeds. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect method, manner and time, place and terms of any sale (a “Sale”) of any portion all of the Pledged Assets pursuant to Sections 5.4 and 5.5 Section 5.04(b) shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidcommercially reasonable. The Indenture Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale sale by public announcement made at the time and place of such Salesale. The Indenture Trustee hereby expressly waives its rights right to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofsale. (b) The Trustee In connection with a sale of all of the Pledged Assets pursuant to Section 5.04(b), any Noteholder may bid for and acquire any portion of purchase the Assets on behalf of the Holders in connection with a public Sale thereofproperty offered for sale, and upon compliance with the terms of such sale may pay all or part hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase price by crediting against amounts owing on money therefor, deliver any Outstanding Notes or claims for interest thereon in lieu of cash up to the Secured Notes in the case of the Assets or other amounts secured by the Assetsamount that, all or part upon distribution of the net proceeds of such Sale after deducting sale, would have otherwise been payable thereon to such Noteholder. In such event, cancellation of such Outstanding Notes or claims delivered by such Noteholder shall be credited as payment of the reasonable costs, charges purchase price of such property and expenses incurred by shall be deemed to be the Trustee in connection with distribution that such Sale notwithstanding Noteholder should have received from the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net sale proceeds of such Sale to be credited against amounts owing on property, such that all other Noteholders shall receive the Secured Notes. The Trustee may hold, lease, operate, manage same distribution from the sale proceeds of such property as they would have received if such bidding Noteholder had not delivered and cancelled such Outstanding Notes or otherwise deal with any property so acquired claims in any manner permitted by law in accordance with this Indenturelieu of making a cash payment of the purchase price of such property. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.[Intentionally Omitted] (d) The Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Pledged Assets in connection with a Sale sale thereof, without recourse, representation or warranty. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney in attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Pledged Assets in connection with a Sale sale thereof, and to take all action necessary to effect such Salesale. No purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Moniesmonies.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of all or any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice provided as soon as reasonably practicable to the Holders, and shall, upon direction of a Majority the Holders of Notes representing the requisite percentage of the Controlling ClassAggregate Outstanding Amount of Notes having the power to direct such Sale, from time to time postpone any Sale by public announcement made at the time and place of such SaleSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that each of the Trustee and the Portfolio Manager shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof6.7; provided, further, that this Section 5.17 shall be qualified in its entirety by reference to Section 5.5(d). (b) The Subject to Section 5.5(d), the Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof6.7. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee Portfolio Manager may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the written consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) Without limiting any right under Section 5.5(d), and notwithstanding any prior notice delivered thereunder, the Trustee shall provide notice as soon as reasonably practicable of any public Sale to the Holders of the Interests, and the Holders of the Interests and the Portfolio Manager shall be permitted to participate in any such public Sale to the extent permitted by applicable law and to the extent such Holders or the Portfolio Manager, as applicable, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. (a) The power Without limiting the obligation of the Borrower to effect obtain the consent of the Required Lenders to any sale (a “Sale”) Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any portion Disposition or series of Dispositions by any Credit Party with aggregate Net Cash Payments in excess of $3,500,000 in any fiscal year, to deliver to the Administrative Agent a statement certified by a Financial Officer of the Assets Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of the estimated amount of the Net Cash Payments of such Disposition that will (on the date of such Disposition) be received by any Credit Party in cash, indicating on such certificate, whether the Borrower intends to reinvest such Net Cash Payments or will be prepaying the Loans, as hereinafter provided, and the Borrower will be obligated to either (A) reinvest such Net Cash Payments within 170 days after receipt into assets used in a Permitted Line of Business pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold Capital Expenditures permitted hereunder or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any SaleAcquisitions permitted hereunder; provided that the Trustee no reinvestment of Net Cash Payments shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. permitted under this clause (bA): (x) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds acquisition of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage fee interests in real property (excluding any real property received or otherwise deal with any property so acquired in any manner permitted by law Acquisition or Relocation) in accordance with this Indenture. excess of $5,000,000 made in the aggregate after the Closing Date or (cy) If if and to the extent that such Net Cash Payments would be required to be used to repay any portion of Subordinated Indebtedness or Holding Company Debt or purchase or repurchase any notes issued thereunder or (B) prepay the Assets consists of securities issued without registration under the Securities Act Loans hereunder (“Unregistered Securities”and provide cover for LC Exposure as specified in Section 2.4(i)), and the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Revolving Credit Commitments hereunder shall be bound subject to ascertain the Trustee’s authorityautomatic reduction, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.as follows:

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee Collateral Agent may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee Collateral Agent hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee Collateral Agent shall be authorized to deduct the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 6.24 or other applicable terms hereof. (b) The Trustee Collateral Agent may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes Debt in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including, but not limited to, reasonable costs and expenses of counsel) incurred by the Trustee Collateral Agent in connection with such Sale notwithstanding the provisions of Section 6.7 6.24 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee Collateral Agent may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee Collateral Agent may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee Collateral Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee Collateral Agent is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the TrusteeCollateral Agent’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any MoniesMoniesmonies .

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may may, upon notice to the HoldersSecurityholders and each Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall the Trustee be required to register Unregistered Securities under the Securities Act. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any Monies. (e) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments on the Notes shall be made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

Sale of Assets. The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined below), good and valid title to the Assets (as defined below), free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, Assets shall mean and include: (a) The power to effect any sale (a “Sale”) of any portion all of the Assets pursuant properties, rights, interests and other tangible and intangible assets of the Seller (wherever located and whether or not required to Sections 5.4 be reflected on a balance sheet prepared in accordance with generally accepted accounting principles), including any assets acquired by the Seller during the Pre-Closing Period; and 5.5 shall not be exhausted (b) any other assets that are owned by any one of or more Sales as to any portion other Related Party and that are needed for the conduct of, or are useful in connection with, the business of such Assets remaining unsoldthe Seller; provided, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by however, that the Assets shall have been paidnot include any Excluded Assets. The Trustee Without limiting the generality of the foregoing, the Assets shall include: A. all accounts receivable, notes receivable and other receivables of the Seller; B. all inventories and work-in-progress of the Seller, and all rights to collect from customers (and to retain) all fees and other amounts payable, or that may upon notice become payable, to the Holders, and shall, upon direction of a Majority of the Controlling Class, from time Seller with respect to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 services performed or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets products sold on behalf of the Holders in connection with a public Sale Seller on or prior to the Closing Date; C. all equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of the Seller; D. all advertising and promotional materials possessed by the Seller; E. all Proprietary Assets and goodwill of the Seller, including the right to use the name Ayer Beverages and any variations thereof; F. all rights of the Seller under the Seller Contracts; G. all Governmental Authorizations held by the Seller; H. all claims (including claims for past infringement of Proprietary Assets) and causes of action of the Seller against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Seller), and may pay all or part rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable); I. all books, records, files and data of the purchase price by crediting against amounts owing Seller; J. all customers lists including, but not limited to, Seller's database of past, current and potential customers; and K. all assets shown on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureExhibit "A". (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. Without limiting the obligation of the Borrowers to obtain the consent of the Majority Lenders pursuant to Section 8.05 to any Disposition not otherwise permitted hereunder, in the event that the aggregate Net Available Proceeds of (ax) The power to effect any sale Disposition (a herein, the “SaleCurrent Disposition”) plus (y) all prior Dispositions after the First Restatement Effective Date (including amounts which were set aside for reinvestment pursuant to the second paragraph of any portion this Section 2.10(d) but were not in fact so reinvested within one year) as to which a prepayment has not yet been made under this Section 2.10(d), the proceeds of which have not previously been reinvested or committed to be reinvested in accordance with the next paragraph or applied to a mandatory prepayment (collectively, “Prior Dispositions”) shall exceed $50,000,000, then, no later than five Business Days after the occurrence of the Assets pursuant Current Disposition, the Borrowers will deliver to Sections 5.4 the Administrative Agent (which shall promptly provide a copy thereof to the Lenders) a statement, certified by a Senior Officer, in form and 5.5 detail satisfactory to the Administrative Agent, of the aggregate amount of the Net Available Proceeds of the Current Disposition and any such Prior Dispositions and will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (f) below) in an aggregate amount equal to 100% of such aggregate Net Available Proceeds of the Current Disposition and such Prior Dispositions, such prepayment to be effected in each case in the manner and to the extent specified in paragraph (e) of this Section 2.10. The amount of Net Available Proceeds from Prior Dispositions as of the First Restatement Effective Date was $6,000,000. Notwithstanding the foregoing, the Borrowers shall not be exhausted by required to make a prepayment pursuant to this paragraph (d) with respect to Net Available Proceeds from any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until Disposition in the entire Assets shall have been sold or all amounts secured by event that the Assets shall have been paid. The Trustee may upon notice to Borrowers advise the Holders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made Administrative Agent at the time and place the Net Available Proceeds from such Disposition are received that they intend to reinvest such Net Available Proceeds in replacement assets pursuant to an Acquisition permitted under Section 8.05(d)(vi) or in Capital Expenditures, so long as the Net Available Proceeds are applied, to the extent the Borrowers so elect or are required, to prepay Term Loans within 12 months following the receipt of such Sale. The Trustee hereby expressly waives its rights Net Available Proceeds from a Disposition or, to any amount fixed by law as compensation for any Sale; the extent such Borrower elects, to make or commit to make pursuant to a written agreement to acquire replacement assets pursuant to Section 8.05(d)(iv) or pursuant to an Acquisition pursuant to Section 8.05(d)(vi), provided that such investment occurs and such Net Available Proceeds are so applied within 12 months following the Trustee shall be authorized to deduct the reasonable costsreceipt of such Net Available Proceeds or, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of funds committed to be invested in such assets pursuant to a written agreement dated within 12 months following the Assets or other amounts secured by the Assets, all or part of the net proceeds receipt of such Sale after deducting Net Available Proceeds, such investment occurs within 18 months following the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds receipt of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this IndentureNet Available Proceeds. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. It is the express intent of the Depositor and the Trustee that the conveyance of the Assets underlying a Series by the Depositor to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Depositor to the Trustee. It is, further, not the intention of the Depositor or the Trustee that such conveyance be deemed a pledge of such Assets by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Depositor, then (a) The power the Pooling and Servicing Agreement also shall be deemed to effect any sale be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Depositor provided for in the Pooling and Servicing Agreement shall be deemed to be a “Sale”) grant by the Depositor to the Trustee of any portion a security interest in all of the Depositor’s right, title and interest in and to the Assets and all amounts payable to the holders of the Assets pursuant to Sections 5.4 in accordance with the terms thereof and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority proceeds of the Controlling Classconversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time postpone any Sale by public announcement made at held or invested in the time and place related Certificate Account or Distribution Account, whether in the form of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costscash, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 instruments, securities or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereofproperty, and may pay including without limitation all amounts from time to time held or part of invested in any related Reserve Fund; (c) the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred possession by the Trustee in connection with such Sale notwithstanding the provisions or its agent of Section 6.7 hereof items of property that constitute instruments, money, negotiable documents or other applicable terms hereof. The Secured Notes need not chattel paper shall be produced in order to complete any such Sale, or in order for the net proceeds of such Sale deemed to be credited against amounts owing on “possession by the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained applicable UCC; and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and the Trustee (to the extent the Trustee has been instructed by the Depositor or the Master Servicer) shall execute take, to the extent consistent with the Pooling and deliver an appropriate instrument of conveyance transferring its Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in any portion the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent Pooling and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any MoniesServicing Agreement.

Sale of Assets. (a) The power Without limiting the obligation of the Borrower to effect obtain the consent of the Majority Lenders pursuant to Section 9.05 hereof to any sale (a “Sale”) Disposition not otherwise permitted hereunder, the Borrower agrees, on or prior to the occurrence of any portion Disposition (other than an Excluded Disposition) in which the Net Available Proceeds of such Disposition shall exceed $250,000 (herein, the "CURRENT DISPOSITION"), to deliver to the Administrative Agent (which shall promptly forward a copy thereof to the Lenders) a statement, certified by a Senior Officer, in form and detail reasonably satisfactory to the Administrative Agent, of the Assets pursuant estimated amount of the Net Available Proceeds of the Current Disposition that will (on the date of the Current Disposition) be received in cash, in which event the Borrower will prepay the Loans (and/or provide cover for Letter of Credit Liabilities as specified in paragraph (g) below), and the Commitments shall be subject to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales automatic reduction (in each case in the manner specified in paragraph (f) below as follows: (i) upon the date of the Current Disposition, in an aggregate amount equal to any portion 100% of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice Net Available Proceeds thereof to the Holders, and shall, upon direction of a Majority extent received in cash on the date of the Controlling ClassCurrent Disposition; and (ii) thereafter, from time to time postpone as the Borrower or any Sale by public announcement made at the time and place of its Subsidiaries shall receive Net Available Proceeds during such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it quarterly fiscal period in cash under deferred payment or escrow arrangements or Investments entered into or received in connection with any Disposition, in an amount equal to (x) 100% of the aggregate amount of such Sale from Net Available Proceeds MINUS (y) any transaction expenses associated with Dispositions and not previously deducted in the proceeds thereof determination of Net Available Proceeds PLUS (or MINUS, as the case may be) (z) any other adjustment received or paid by the Borrower or such Subsidiary pursuant to the respective agreements giving rise to Dispositions and not previously taken into account in the determination of the Net Available Proceeds of Dispositions, PROVIDED that, notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of foregoing, the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need Borrower shall not be produced in order required to complete make any such Sale, prepayment or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with reduce Commitments CREDIT AGREEMENT under this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. paragraph (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion until such time as the aggregate amount of the Assets in connection required prepayments and reductions of Commitments pursuant to the foregoing clauses (i) and (ii) (with respect to the then Current Disposition and all prior Dispositions as to which a Sale thereofprepayment has not yet been made under this paragraph (d)), without recourseafter deducting any such amounts previously applied to prepayments and reductions of Commitments pursuant to this paragraph (d), representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound greater than or equal to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies$1,000,000.

Sale of Assets. (a) The power to effect any sale On the Closing Date (a “Sale”as hereinafter defined) of any portion of the Assets and pursuant to Sections 5.4 the terms and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice subject to the Holdersconditions set forth in this Agreement, Seller shall sell to the Buyer, and shallthe Buyer shall purchase from Seller, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereofAsset. (b) The Trustee may bid for and acquire any portion transfer of the Assets on behalf Asset to the Buyer shall include the transfer, directly or indirectly, of all Asset-Related Property with respect to the Asset. For purposes of this Agreement, "Asset-Related Property" shall mean all of Seller's right, title and interest in and to (A) all easements, covenants and other rights appurtenant to said Property and all right, title and interest of the Holders Seller, if any, in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes to any land lying in the case bed of the Assets any street, road, avenue or alley or any other amounts secured right of way, open or closed, in front of or adjoining said Property, (B) all furniture, fixtures, equipment and other tangible personal property (except items owned or leased by tenants from third parties or which are leased by the AssetsSeller (provided, all or part of the net proceeds of however, that Seller shall assign such Sale after deducting the reasonable costsleases to Buyer, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. Agreement) which are now, or may hereafter prior to the Closing Date be, placed in, attached to, situated in or upon the Property (c) If any portion of collectively, with all additions and replacements thereof, the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”"Tangible Personal Property"), (C) to the Trustee extent they may seek an Opinion of Counselbe transferred under applicable law, orall licenses, if no such Opinion of Counsel can be obtained franchises, certifications, approvals, permits and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets authorizations presently issued in connection with a Sale thereofthe operation, without recourse, representation ownership and maintenance of all or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact any part of the Issuer Property as it is presently being operated, (D) to transfer and convey its interest in the extent assignable, all warranties, if any, issued or assigned to the Seller by any portion of the Assets manufacturer or contractor in connection with a Sale thereofconstruction or installation of equipment or any component of the improvements included as part of the Property, (E) to the extent assignable, all service, supply and maintenance contracts including commitments therefor (if any) held by Seller with respect to take the Property, including, without limitation, those contracts listed on Schedule E attached hereto (collectively, the "Contracts"), (F) to the extent assignable by Seller, all action necessary trade names, logos, designs, trademarks, service marks, copyrights and other general intangibles and intellectual property (including any computer software programs used for purposes of tenant escalation xxxxxxxx and maintained at the Property) relating to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authorityProperty, including, without limitation, but limited, nonetheless, to inquire into the satisfaction of any conditions precedent or see extent assignable and subject to the application provisions of the Article 17 under the IBM Lease, the name "IBM Plaza" (collectively, the "Intangible Personal Property") and (G) all leases, licenses, contracts and other agreements, to the extent transferable, for the use and occupancy of all or any Moniespart of the Property (the "Space Leases") and all security and escrow deposits (including any interest or other amounts accrued or earned thereon) that are required to be returned to tenants pursuant to Space Leases held by Seller in connection with any such leases, licenses, contracts and other agreements.

Sale of Assets. (a) The power to effect any sale (a “"Sale”") of any portion of the Assets pursuant to Sections 5.4 and 5.5 hereof shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paidpaid or if there are insufficient proceeds to pay such amount until the entire Assets shall have been sold. The Trustee may may, upon notice to the HoldersSecurityholders and each Hedge Counterparty, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale; provided, however, that if the Sale is rescheduled for a date more than three Business Days after the date of the determination by the Trustee pursuant to Section 5.5(a)(i) hereof, such Sale shall not occur unless and until the Trustee has again made the determination required by Section 5.5(a)(i) hereof. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“"Unregistered Securities”"), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission SEC or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. In no event shall the Trustee be required to register Unregistered Securities under the Securities Act. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale Sale shall be bound to ascertain the Trustee’s 's authority, to inquire into the satisfaction of any conditions precedent or to see to the application of any Monies. (e) In the event of any Sale of the Assets pursuant to Section 5.4 or Section 5.5, payments shall be made in the order and priority set forth in Section 11.1(a) in the same manner as if the Notes had been accelerated.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired (subject to Section 5.5(d) in the case of sales pursuant to Section 5.5) until the entire applicable Assets shall have been sold or all amounts secured by the such Assets shall have been paid. The Trustee may upon notice to the HoldersHolders and the Collateral Manager, and shall, upon written direction of a Majority of the Controlling ClassClass with respect to the applicable Portfolio(s), from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and the Trustee may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesObligations. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer and the Issuer Subsidiaries to transfer and convey its their interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies. (e) The Trustee shall provide notice of any public Sale to the Holders of the Subordinated Notes and the Collateral Manager at least 10 days prior to such public Sale, and the Holders of the Subordinated Notes shall be permitted to participate in any such public Sale to the extent permitted by applicable law and such Holders or the Collateral Manager, as the case may be, meet any applicable eligibility requirements with respect to such Sale.

Sale of Assets. Without limiting the obligation of the Borrower to obtain the consent of the Required Lenders pursuant to Section 7.03 to any Disposition not otherwise permitted hereunder, in the event that the Net Available Proceeds of any Disposition (aherein, the “Current Disposition”), and of all such prior Dispositions (in each case including, for avoidance of doubt, Properties Designated for Sale, but excluding Excluded Dispositions) The power as to effect any sale which a prepayment has not yet been made under this paragraph, shall exceed $3,000,000 then, within five Business Days of the day the Current Disposition occurs, the Borrower will deliver to the Lenders a statement, certified by a Financial Officer of the Borrower, in form and detail satisfactory to the Administrative Agent, of the amount of the Net Available Proceeds of the Current Disposition and of all such prior Dispositions and will prepay the Term Loans and Incremental Facility Term Loans in an aggregate amount equal to 100% of the Net Available Proceeds of the Current Disposition and such prior Dispositions, such prepayment to be effected in each case in the manner and to the extent specified in clause (a “Sale”vi) of any portion of this paragraph; provided that, notwithstanding the Assets pursuant to Sections 5.4 and 5.5 foregoing, the Borrower shall not be exhausted by any one or more Sales as required to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice make a prepayment under this clause (iv) to the Holders, and shall, upon direction of a Majority extent that (A) the Borrower advises the Administrative Agent within five Business Days of the Controlling Class, from time relevant Disposition that it intends to time postpone any Sale by public announcement made at the time and place of use such Sale. The Trustee hereby expressly waives its rights Net Available Proceeds to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from reinvest the proceeds thereof notwithstanding into the provisions business of Section 6.7 or other applicable terms hereof.the Borrower and its Subsidiaries; and (bB) The Trustee may bid for and acquire any portion such Net Available Proceeds are in fact so applied to such reinvestment within 365 days of the Assets on behalf of the Holders in connection with a public Sale thereofsuch Disposition (it being understood that, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured event Net Available Proceeds from more than one Disposition are held by the AssetsBorrower, all or part of such Net Available Proceeds shall be deemed to be utilized in the net proceeds of same order in which such Sale after deducting the reasonable costsDispositions occurred and, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete accordingly, any such Sale, or in order Net Available Proceeds so held for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale more than 365 days shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see forthwith applied to the application prepayment of any MoniesLoans as provided above).

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersDebtholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of Debt or other amounts secured by the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including but not limited to costs and expenses of counsel) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes Debt need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured NotesDebt. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.’s

Sale of Assets. Notwithstanding any other provision of this Lease, Landlord shall not be required to (i) sell or transfer the Demised Premises of any Facility, or any portion thereof, which is a real estate asset as defined in Section 856(c)(5)(B), or functionally equivalent successor provision, of the Code, to Tenant if Landlord’s counsel advises Landlord that such sale or transfer may not be a sale of property described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Code or (ii) sell or transfer the Demised Premises of any Facility, or any portion thereof, to Tenant if Landlord’s counsel advises Landlord that such sale or transfer could result in an unacceptable amount of gross income for purposes of the Ninety-Five Percent (95%) gross income test contained in Section 856(c)(2), or functionally equivalent successor provision, of the Code. If Tenant has the right or obligation to purchase the Demised Premises of any Facility pursuant to the terms herein, and if Landlord determines not to sell the Demised Premises of such Facility pursuant to the above sentence, then Landlord shall promptly provide Tenant with written notice of such determination and Tenant shall have the right, in its sole and absolute discretion, to (a) The power purchase the Demised Premises of such Facility, upon and subject to effect any all applicable terms and conditions set forth in this Lease, at such time as the transaction, upon the advice of Landlord’s counsel, would be a sale of property (a “Sale”) to the extent the Demised Premises of any portion Facility is a real estate asset) described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Assets pursuant to Sections 5.4 Code, and 5.5 would not result in an unacceptable amount of gross income for purposes of the Ninety-Five Percent (95%) gross income test contained in Section 856(c)(2), or functionally equivalent successor provision of the Code and until such time Tenant shall not be exhausted by any one or more Sales as to any portion lease the Demised Premises of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority of the Controlling Class, Facility from time to time postpone any Sale by public announcement made Landlord at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 Fair Market Rental or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of rescind the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the transaction whereby Tenant was to purchase price such Demised Premises by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds giving Landlord written notice of such Sale election within thirty (30) days after deducting the reasonable costsits receipt of Landlord’s notice described above, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions which case any additional rights of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see Tenant pursuant to the application terms of any Moniesthis Lease to purchase the Demised Premises shall remain in full force and effect.

Sale of Assets. The Seller Group hereby sells, assigns, transfers, conveys and delivers to the Buyer Group, good and valid title to the Assets (as defined below) other than the Core Domain Names, and agrees to sell, assign, transfer, convey and deliver the Core Domain Names in accordance with Section 1.7 hereof, in each case, free of any Encumbrances (other than Ordinary Course Liens, as defined in Section 2.14 below, or as specifically disclosed in the Disclosure Schedule), on the terms and subject to the conditions set forth in this Agreement and in manner set forth below in this Section 1.1(a). For purposes of this Agreement, “Assets” shall mean and include: (a) The power all of the assets specifically identified on Exhibit B-1 attached hereto and all of the other properties, rights, interests and other tangible and intangible assets of LPI (wherever located and whether or not required to effect any sale be reflected on a balance sheet prepared in accordance with GAAP) (collectively, the “LPI Assets”), which LPI Assets shall be sold, assigned, transferred, conveyed and delivered by LPI to LPI Acquisition Sub; (b) all of the assets specifically identified on Exhibit B-2 attached hereto and all of the other properties, rights, interests and other tangible and intangible assets of TMS (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP) (collectively, the “SaleTMS Assets”), which TMS Assets shall be sold, assigned, transferred, conveyed and delivered by TMS to LPI Acquisition Sub; and (c) all of the assets specifically identified on Exhibit B-3 attached hereto (collectively, the “SP Assets”) of any portion and all of the Assets pursuant other properties, rights, interests and other tangible and intangible assets of SP (wherever located and whether or not required to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsoldreflected on a balance sheet prepared in accordance with GAAP), but shall continue unimpaired until the entire which SP Assets shall have been sold or all amounts secured be sold, assigned, transferred, conveyed and delivered by SP to SP Acquisition Sub; provided, however, that notwithstanding the foregoing, the Assets shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of a Majority not include any of the Controlling Classfollowing (collectively, from time to time postpone the “Excluded Assets”): (x) any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf assets of the Holders in connection with a public Sale thereof, and may pay all Seller Group identified on Exhibit C attached hereto; (y) any cash or part cash equivalents of the purchase price by crediting against amounts owing on the Secured Notes in the case Seller Group; or (z) any accounts receivable of the Assets or other amounts secured by Seller Group as of 11:59 P.M., local California time on November 7, 2005 (the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered SecuritiesCutoff Time”), as shown on the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with Seller Group A/R Schedule delivered at the consent of a Majority Closing pursuant to Section 1.6(b)(xvii) hereof (the “Seller Group A/R”). Without limiting the generality of the Controlling Classforegoing, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authorityinclude, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.extent not otherwise constituting Excluded Assets:

Sale of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue unimpaired until the entire Assets shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersNoteholders, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7 or other applicable terms hereof. (b) The Trustee may bid for and acquire any portion of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses (including fees and expenses of its agents and attorneys) incurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof or other applicable terms hereof. The Secured Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture. (c) If any portion of the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission or any other relevant federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities. (d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof, without recourserecourse to, or representation or warranty, from the Trustee. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Assets in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Monies.

Sale of Assets. (a) The power to effect Loan Parties shall not, and shall not permit any sale (a “Sale”) of their respective Restricted Subsidiaries to, Dispose of any portion Capital Stock of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one ACL Group member (whether through a sale, merger, consolidation, or more Sales as otherwise), Acorn IP, or Acorn Productions or transfer or otherwise Dispose of any Property to any portion of such Assets remaining unsoldACL Group member, but shall continue unimpaired until the entire Assets shall have been sold Acorn IP, or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the HoldersAcorn Productions, and shall, upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee Acorn shall be authorized permitted to deduct transfer the reasonable costs, charges Capital Stock of Acorn UK to Acorn IP (and expenses incurred by it the Administrative Agent agrees to release any Lien with respect thereto in connection with such Sale from transfer so long as Acorn IP immediately grants to the proceeds thereof notwithstanding Administrative Agent a Lien in such Capital Stock). The Loan Parties shall not, and shall not permit any of their respective Restricted Subsidiaries to, Dispose of any Property (including, without limitation, any Capital Stock except as permitted by the provisions preceding sentence), except for (a) the sale of Section 6.7 or other applicable terms hereofinventory and Permitted Investments in the ordinary course of business; provided, that the parties acknowledge and agree that the Disposition of Media Rights that are included in the Media Library shall not be deemed to be a sale in the ordinary course of business. (b) The Trustee may bid for so long as no Change of Control occurs as a result thereof and acquire the applicable Investment (if any) is not otherwise prohibited by Section 7.5, the sale or issuance by any portion Loan Party or any Restricted Subsidiary of the Assets on behalf of the Holders in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Secured Notes in the case of the Assets or other amounts secured by the Assets, all or part of the net proceeds any Capital Stock of such Sale after deducting Person, provided that (i) a Loan Party (other than the reasonable costs, charges Parent and expenses incurred by RLJ Acquisition) may sell or issue its Capital Stock only to another Loan Party; (ii) a Secured Loan Party (other than the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof Parent and RLJ Acquisition) may sell or other applicable terms hereof. The issue its Capital Stock only to another Secured Notes need not be produced in order Loan Party; (iii) a Wholly-Owned Subsidiary Loan Party may sell or issue its Capital Stock only to complete any such Sale, another Wholly-Owned Subsidiary Loan Party and (iv) a Domestic Subsidiary may sell or in order for the net proceeds of such Sale issue its Capital Stock only to be credited against amounts owing on the Secured Notes. The Trustee may hold, lease, operate, manage a Borrower or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture.another Domestic Subsidiary; (c) If the Disposition (other than Dispositions described in clause (b) above) of Property to any portion of Loan Party (other than the Assets consists of securities issued without registration under the Securities Act (“Unregistered Securities”), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained Parent and with the consent of a Majority of the Controlling Class, seek a no action position from the Securities and Exchange Commission RLJ Acquisition) or any other relevant federal Restricted Subsidiary, provided that (i) a Loan Party may Dispose of its Property only to another Loan Party; (ii) a Secured Loan Party may Dispose of its Property only to another Secured Loan Party; (iii) a Wholly-Owned Subsidiary Loan Party may Dispose of its Property only to a Borrower or State regulatory authorities, regarding the legality another Wholly-Owned Subsidiary Loan Party and (iv) a Borrower or a Domestic Subsidiary may Dispose of a public its Property only to another Borrower or private Sale of such Unregistered Securities.another Domestic Subsidiary; (d) The Trustee shall execute Dispositions of Cash or Cash equivalents, and deliver an appropriate instrument termination of conveyance transferring Hedging Obligations, in the ordinary course of business; (e) non-exclusive licenses of patents, trademarks, service marks, copyrights, and other intellectual property rights, and leases or subleases granted to third parties in the ordinary course of business that, in the aggregate, do not materially interfere with the ordinary course of business of any Loan Party and its interest Restricted Subsidiaries taken as a whole and do not result in the loss of use of any Media Rights that constitute a portion of the Assets Media Library; (f) the transfer of Property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the proceeds therefor; (g) Disposition of used, worn out, obsolete or surplus Property, or any Property no longer useful in the conduct of the business of the Group Members taken as a whole, by any Group Member in the ordinary course of business; (h) mergers, dissolutions and consolidations in compliance with Section 7.3; (i) Dispositions, settlements, write-offs, discount or forgiveness of accounts receivable in connection with a Sale thereofthe collection or compromise thereof in the ordinary course of business; and (j) in addition to Dispositions otherwise permitted under this Section 7.6, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact Dispositions of the Issuer to transfer and convey its interest other Property (other than Capital Stock in any Loan Party and other than Media Rights constituting a portion of the Assets Media Library) for not less than the fair market value (determined in good faith by the board of directors of the Borrower Representative) of such Property; provided that (i) not less than 75% of the consideration received in connection therewith consists of Cash or Cash equivalents, (ii) the proceeds of such Disposition are applied in accordance with a Sale thereofSection 2.6(c)(i), and (iii) the fair market value of all Property disposed of pursuant to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain this clause (j) does not exceed $1,000,000 during the Trustee’s authority, to inquire into the satisfaction term of any conditions precedent or see to the application of any Moniesthis Agreement.