Common use of Sale of Assets Clause in Contracts

Sale of Assets. The Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower Company shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments)) hereof; (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 250,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Default or Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Default or Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower Company or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 90,000,000 and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower Company or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower Company or such Subsidiary;; and (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower Company or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose of any of its assets, business or property or, in the case of any Subsidiary (“Dispose” or “Disposition”) ofother than an Immaterial Subsidiary), any shares of their respective assets such Subsidiary’s Capital Stock, in each case whether now owned or any interest therein (including the sale or factoring at maturity or collection of any accounts) hereafter acquired, to any Person other than the Borrower or any wholly owned Subsidiary of the Borrower (including any Unrestricted Subsidiaryor to qualify directors if required by applicable law), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually worn out property or $35,000,000 other property not necessary for operations or no longer useful in the aggregate; (i) Dispositions business disposed of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) dispositions of cash and cash equivalents; (d) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment and (ii) the proceeds of such disposition are applied in whole or in part to purchases of such replacement equipment; (e) assets sold in connection with condemnation, eminent domain or insurance claims; (f) asset sales or other dispositions in an aggregate amount (determined based on the fair market value of the assets sold or otherwise disposed of (as long as determined by the Borrower in good faith)) not to exceed in any Fiscal Year the greater of $1,500,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such asset sale or disposition) is less than or equal to 5.00:1.00 at the time such asset sale or disposition is consummated, 10.0% of Consolidated EBITDA for the most recently ended Test Period; provided that (i) at the time of such sale or other disposition, no Event of Default is continuing then exists or would result arise therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for of its Subsidiaries shall receive not less than Fair Market Value; provided, however, that 75% of such consideration in the form of (Ax) the Dollar Equivalent cash or Permitted Investments or (y) real property (and improvements thereon related to one or more healthcare facilities) acquired in an exchange pursuant to or intended to qualify under Section 1031 (or any successor section) of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and Code (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, it being understood that for the purposes of this clause (if)(ii)(x), each of the following shall be deemed to be cash: (aA) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the notes footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable sale or disposition and for which all of any such assetsits Subsidiaries shall have been validly released by all applicable creditors in writing, (bB) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the such transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof or Permitted Investments (to the extent of the cash or Permitted Investments received) within one hundred and eighty (180) days following the closing of the applicable disposition and (cC) any Designated Non-Cash Consideration received by the Borrower or any in respect of its Subsidiaries in such Disposition disposition having an aggregate fair market value (as determined in good faith by the Borrower)value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (cC) that is at that time outstanding, not to exceed the greater in excess of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (1,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s common stock to any Person other than the Borrower or any Stock Equivalents wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsoleteproperty not necessary for operations, damaged, worn or surplus (including Intellectual Property no longer material to the business disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) as long as no Event of Default is continuing the sale, lease or would result therefrom, any Asset Sale for not less than Fair Market Value transfer of assets set forth on Schedule 8.4(gof any Subsidiary to the Borrower or any other Loan Party; (d) the sale of any assets pertaining to Ruby Tuesday units pursuant to the Borrower’s Franchise Partner Program; (Asset Sales)e) the sale of any assets pertaining to Ruby Tuesday units pursuant to the Borrower’s Traditional Franchise program, provided that the aggregate units sold to Traditional Franchisees subsequent to the Closing Date shall not exceed the lesser of: (i) forty (40) units or (ii) units whose Consolidated Restaurant Revenues represent more than 5% of the Consolidated Restaurant Revenues of the Borrower for the four Fiscal Quarter period ending with the most recent Fiscal Quarter ended; provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Default or Event of Default has occurred and is continuing or would occur as a result therefromof such transaction; and (f) any other sale of the Consolidated Assets with an aggregate book value, any sale or disposition when aggregated with all other such sales since the Closing Date, not exceeding $200,000,000 on the date of any Multiplex theatre for not less than Fair Market Valuesuch transfer; provided, however, that an amount equal to all Net Cash Proceeds of such sale no Default or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default has occurred and is continuing or would occur as a result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.transaction. CHAR1\935816v6

Sale of Assets. The Borrower shall Sponsor will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s common stock to any Person other than the Sponsor or any Stock Equivalents wholly owned Subsidiary of the Sponsor or a Subsidiary Loan Party (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsoleteproperty not necessary for operations, damaged, worn or surplus (including Intellectual Property no longer material to the business disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) as long as no Event of Default is continuing the sale, lease or would result therefrom, any Asset Sale for not less than Fair Market Value transfer of assets set forth on Schedule 8.4(gof any Subsidiary to the Sponsor or any other Credit Party; (d) the sale of any assets pertaining to Ruby Tuesday units pursuant to the Sponsor’s Franchise Partner Program; (Asset Sales)e) the sale of any assets pertaining to Ruby Tuesday units pursuant to the Sponsor’s Traditional Franchise program, provided that the aggregate units sold to Traditional Franchisees subsequent to the Closing Date shall not exceed the lesser of: (i) twenty-five (25) units or (ii) units whose Consolidated Restaurant Revenues represent more than 5% of the Consolidated Restaurant Revenues of the Sponsor for the four Fiscal Quarter period ending with the most recent Fiscal Quarter ended; provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, no Credit Event or Unmatured Credit Event has occurred and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would occur as a result therefromof such transaction; (f) any other sale of the Consolidated Assets with an aggregate book value, any sale or disposition when aggregated with all other such sales since the Closing Date, not exceeding 7.5% of any Multiplex theatre for not less than Fair Market Valuethe aggregate book value of all of the Consolidated Assets on the date of such transfer; provided, however, that an amount equal to all Net Cash Proceeds of such sale no Credit Event or disposition are applied to the payment of the Obligations as set forth in, Unmatured Credit Event has occurred and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would occur as a result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisetransaction.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose of any of its assets, business or property or, in the case of any Subsidiary (“Dispose” or “Disposition”) ofother than an Immaterial Subsidiary), any shares of their respective assets such Subsidiary’s Capital Stock, in each case whether now owned or any interest therein (including the sale or factoring at maturity or collection of any accounts) hereafter acquired, to any Person other than the Borrower or any wholly owned Subsidiary of the Borrower (including any Unrestricted Subsidiaryor to qualify directors if required by applicable law), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually worn out property or $35,000,000 other property not necessary for operations or no longer useful in the aggregate; (i) Dispositions business disposed of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) dispositions of cash and cash equivalents; (d) dispositions of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment and (ii) the proceeds of such disposition are applied in whole or in part to purchases of such replacement equipment; (e) assets sold in connection with condemnation, eminent domain or insurance claims; (f) asset sales or other dispositions in an aggregate amount (determined based on the fair market value of the assets sold or otherwise disposed of (as long as determined by the Borrower in good faith)) not to exceed in any Fiscal Year the greater of $3,000,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such asset sale or disposition) is less than or equal to 5.00:1.00 at the time such asset sale or disposition is consummated, 10.0% of Consolidated EBITDA for the most recently ended Test Period; provided that (i) at the time of such sale or other disposition, no Event of Default is continuing then exists or would result arise therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for of its Subsidiaries shall receive not less than Fair Market Value; provided, however, that 75% of such consideration in the form of (Ax) the Dollar Equivalent cash or Permitted Investments or (y) real property (and improvements thereon related to one or more healthcare facilities) acquired in an exchange pursuant to or intended to qualify under Section 1031 (or any successor section) of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and Code (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, it being understood that for the purposes of this clause (if)(ii)(x), each of the following shall be deemed to be cash: (aA) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the notes footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable sale or disposition and for which all of any such assetsits Subsidiaries shall have been validly released by all applicable creditors in writing, (bB) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the such transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof or Permitted Investments (to the extent of the cash or Permitted Investments received) within one hundred and eighty (180) days following the closing of the applicable disposition and (cC) any Designated Non-Cash Consideration received by the Borrower or any in respect of its Subsidiaries in such Disposition disposition having an aggregate fair market value (as determined in good faith by the Borrower)value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (cC) that is at that time outstanding, not to exceed the greater in excess of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (1,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Neither Holdings nor the Borrower shall notshall, nor shall it they permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accountsaccount and a sale/leaseback described in Section 8.15 (Sale/Leasebacks) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than asset with a Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)less than $500,000; provided, however, that an amount equal to the aggregate Fair Market Value of all such assets disposed of in any Fiscal Year shall not exceed $3,000,000; (c) the sale or disposition of equipment that has become damaged, obsolete or is replaced in the ordinary course of business; provided, however, that the aggregate Fair Market Value of all such equipment disposed of in any Fiscal Year shall not exceed $2,000,000; (d) the sale or disposition of equipment that has become damaged, obsolete or is replaced in the ordinary course of business not permitted under clause (c) above; provided, however, that (i) 80% of the consideration for any such Asset Sale shall be payable in cash upon such sale and (ii) all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments); (e) the lease, license, occupancy or sublease of real property or equipment not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement and sales and leasebacks permitted by Section 8.15 (Sale/Leasebacks). (f) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (g) any Asset Sale to the Borrower or any Subsidiary Guarantor; (h) Asset Sales by a Foreign Subsidiary to another Foreign Subsidiary for cash consideration equal to the Fair Market Value of the assets sold; (i) as long as no Default or Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre Specified Asset Sale for not less than Fair Market Value; provided, however, that an amount equal to (i) 75% of the consideration for any such Asset Sale shall be payable in cash upon such sale and (ii) all Net Cash Proceeds of such sale or disposition Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments);; and (ij) as long as (i) no Default or Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalentstherefrom, any other Asset Sale for not less than Fair Market Value; provided, however, that (Ai) 90% of the Dollar Equivalent of consideration for any such Asset Sale shall be payable in cash upon such sale and (ii) the aggregate consideration received during any Fiscal Year for all such Asset Sales, together with the Asset Sales permitted under clause (b) above, shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 15,000,000 and (Biii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their such Subsidiary’s Capital Stock to any Person other than the Borrower or any Stock Equivalents a Subsidiary Loan Party (any such disposition being an or to qualify directors if required by applicable law) (each, a “Asset SaleDisposition”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business property not necessary for operations disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres inventory and Permitted Investments in the ordinary course of business; (c) Dispositions permitted by Sections 7.3, 7.4 and 7.5; (d) leases, subleases, licenses or propertysublicenses of real or personal property in the ordinary course of business, in each case, for Fair Market Valuecase that do not materially interfere with the business of the Borrower and its Subsidiaries taken as a whole; (ge) as Dispositions of Permitted Investments for fair market value or otherwise in connection with transactions not otherwise prohibited by this Agreement; (f) so long as no Event of Default has occurred and is continuing or would result therefromoccur after giving effect thereto, any Asset Sale for not less than Fair Market Value the Disposition of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any delinquent notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted accounts receivable in the ordinary course of business of purposes of collection only (and which does not interfere in for the purpose of any material respect with the business of the Borrower bulk sale, financing or such Subsidiarysecuritization transaction); (kg) any Asset Sale if the assets Disposed Dispositions of in such Asset Sale are contemporaneously leased back equipment or real property to the Borrower extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the applicable Subsidiary on fair market terms (whether pursuant proceeds of such Disposition are reasonably promptly applied to an operating lease or a lease giving rise to a Capital Lease Obligation)the purchase price of such replacement property; and (lh) any Asset Sale if the assets Disposed of other Disposition in such Asset Sale are ordered or otherwise required by a Governmental Authority an aggregate amount not to be Disposed, whether exceed $25,000,000 in connection with a Proposed Acquisition or otherwiseany Fiscal Year.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary)Subsidiary of the Borrower, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s Equity Interests to any Person other than the Borrower or any Stock Equivalents wholly-owned Subsidiary of the Borrower (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business property not necessary for operations disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for inventory and Permitted Investments in the ordinary course of business; (c) so long as no Default or Event of Default then exists or would result therefrom and the Borrower complies with Section 2.12(c), the sale or other theatres disposition of assets in connection with Sale/Leaseback Transactions permitted under Section 7.9; (d) the Borrower and its Subsidiaries may grant leases or propertysubleases to other Persons of excess office or other space so long as such lease or sublease (x) does not materially interfere with the conduct of the business of the Borrower or any Subsidiary and (y) is on fair and reasonable terms and conditions; (e) so long as no Default or Event of Default then exists or would result therefrom, the sale or other transfer of assets by the Borrower and its Subsidiaries to the extent such sale or other transfer (i) constitutes one or more of the Spin/Merger Related Transactions or (ii) is permitted pursuant to Section 2.04(c) of the MTA; provided, that, in each case, for Fair Market Valuesuch sale or other transfer is consummated in accordance with the terms and conditions of the MTA; (f) so long as the Borrower complies with Section 2.12(c), the sale or other disposition of any asset in connection with any condemnation, casualty event, eminent domain or similar event; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)the Spin/Merger Divestitures; provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments);and (h) other sales or other dispositions of assets by the Borrower and/or its Subsidiaries; provided, that, (i) for any individual sale or disposition or series of related sales or dispositions with a purchase price of $25,000,000 or more, the Borrower shall have furnished to the Administrative Agent, not later than the date falling five (5) Business Days (or such shorter period as long as the Administrative Agent may agree) prior to the sale or other disposition, a certificate in form and content reasonably satisfactory to the Administrative Agent stating (and setting forth calculation in reasonable detail demonstrating) the EBITDA Percentage attributable to such sale or distribution and other such assets so sold or distributed for the periods under clauses (v) and (vi) immediately below, (ii) both immediately prior to and immediately after giving effect to any such sale or other disposition, no Default or Event of Default is continuing shall have occurred; (iii) the Borrower complies with Section 2.12(c); (iv) such sale or would result therefromother disposition shall be for fair market value as reasonably determined by the Borrower or the applicable Subsidiary in good faith based on sales of similar assets, if available; (v) the EBITDA Percentage attributable to such assets, plus the EBITDA Percentage attributable to all other assets sold or disposed of by the Borrower and its Subsidiaries pursuant to this clause (h) during the one year period ending with the date of the sale or other disposition of such asset (but excluding assets sold or disposed of on or before the Closing Date and any Spin/Merger Divestitures), shall not exceed 15%; (vi) the EBITDA Percentage attributable to all assets sold or disposed of by the Borrower and its Subsidiaries after the Closing Date (but excluding any Spin/Merger Divestitures) shall not exceed 25%; and (vii) for any individual sale or disposition or series of any Multiplex theatre for not less than Fair Market Value; providedrelated sales or dispositions with a purchase price of $70,000,000 or more, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be in cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, of any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition in excess of $500,000 per transaction or series of related transactions, being an “Asset Sale”), ) except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiariesfabricated projects for customers, such as offshore production platforms and related components) in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Borrower or any of its Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of assets of any Joint Venture that, both at the time of such sale and as of the Effective Date, do not constitute, in the aggregate, all or a material part of the assets of such Joint Venture; (e) as long as no Default or Event of Default is continuing or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement or the Mortgages; (f) like kind exchanges as long as no Default or Event of theatres for other theatres Default is continuing or propertywould result therefrom, non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in each case, for Fair Market Valuethe ordinary course of business; (g) as long as no Default or Event of Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (h) any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale (other than an Asset Sale in respect of a Mortgaged Vessel or Stock in a Mortgaged Vessel Owning Subsidiary) for Fair Market Value, at least 75% of which is payable in cash or Cash Equivalents upon such sale; provided, however, that with respect to any such Asset Sale in accordance with this clause (i), the aggregate consideration received for the sale of all assets sold in accordance with this clause (i) during any Fiscal Year, including such Asset Sale, shall not exceed $20,000,000 in the aggregate; (j) in the case of the Asset Sale of one or more Mortgaged Properties or Mortgaged Vessels or Stock in a Mortgaged Vessel Owning Subsidiary or a Subsidiary which directly or indirectly owns a Mortgaged Vessel Owning Subsidiary, so long as (1) no Default or Event of Default is continuing or would result therefrom, (2) the Asset Sale is for Fair Market Value, (3) except to the extent that the Company or a Guarantor receives one or more marine vessels from another Person in trade or exchange for such assets so disposed of, at least 75% of the consideration for such Asset Sale consists of cash or Cash Equivalents received at closing of such Asset Sale, (4) any marine vessel received from another Person in trade or exchange for such assets so disposed of shall concurrently with its acquisition be added to the Collateral pursuant to arrangements substantially similar to those made with respect to the Mortgaged Vessels on the Effective Date; and (5) the Commitments shall be permanently reduced as set forth in Section 2.5(b) by an amount equal to 100% of the Net Cash Proceeds from such Asset Sale less the amounts that are applied by the Borrower or the applicable Subsidiary within 12 months from the later of the date of such Asset Sale or the receipt of such Net Cash Proceeds to (x) acquire (i) one or more additional marine vessels, which vessel or vessels shall concurrently with their acquisition become Collateral pursuant to arrangements substantially similar to those made with respect to Mortgaged Vessels on the Effective Date or (ii) other assets in an Eligible Line of Business, which assets shall concurrently with their acquisition become Collateral on terms reasonably satisfactory to the Administrative Agent or (y) make capital expenditures to improve or repair existing Mortgaged Vessels; (k) as long as no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition Stock of any Multiplex theatre Captive Insurance Subsidiary for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale which is payable in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all Equivalents upon such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)sale; and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required Sales permitted by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.Section 8.13

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective its assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (b) the sale or disposition of Inventory in connection with the sale of fixed assets at the location where such Inventory is maintained; provided, however, that the aggregate Fair Market Value of all such Inventory disposed of in any Fiscal Year shall not exceed ten million Dollars ($10,000,000); (c) the sale or disposition of Equipment that has become obsolete or is replaced in the ordinary course of business; provided, however, that the aggregate Fair Market Value of all such Equipment disposed of in any Fiscal Year shall not exceed thirty million Dollars ($30,000,000); (d) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or Pellet; (f) like kind exchanges subject to the consent of theatres for other theatres the Administrative Agent which shall not be unreasonably withheld, the sale of all of the assets or propertythe Stock of Pellet, in each caseProCoil, for Fair Market Valueand Ingleside Holdings, L.P.; (g) as long as no Default or Event of Default has occurred and is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied pursuant to the payment of the Obligations as set forth inthis clause (g), and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as the aggregate consideration received for the sale of all assets sold during any Fiscal Year shall not exceed forty million Dollars (i$40,000,000) no Event of Default is continuing or would result therefrom for non-real property assets and ten million Dollars ($10,000,000) for real property assets and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment prepayment of the Obligations as set forth in, and to the extent required by, by Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);and (jh) any non-exclusive license as long as no Default or Event of patentsDefault has occurred and is continuing or would result therefrom, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed permitted under Section 4.08 (Limitation on Sale of in such Mortgaged Property) or (other than an Asset Sale are contemporaneously leased back to involving any Collateral) 4.10 (Limitation on Sale of Assets other than Mortgaged Property) of the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseIndenture.

Sale of Assets. The Borrower shall it will not, nor shall will it permit allow or suffer any of its Subsidiaries the other Credit Parties to, sell, conveyalienate, transferassign, lease or otherwise dispose (“Dispose” or “Disposition”) of, of any of their respective assets its property and assets, whether now owned or possessed or hereafter acquired or possessed, or enter into any interest therein (including the sale or factoring at maturity or collection of any accounts) and leaseback transaction with respect to any Person (including any Unrestricted Subsidiary)such property or assets, or permit grant any option or suffer any other Person right to purchase, lease or otherwise acquire any interest in any of their respective assets such property or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”)assets, except for the followingsave for: (a) any Asset Sale to any Loan Party; (b) sale sales, alienations, assignments, leases or disposition other dispositions of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of property and assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of Borrowers and the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory other Credit Parties in the ordinary course of business and for the purpose of carrying on the same, (iib) Dispositions sales, alienations, assignments, leases or other dispositions of property and assets among Xxxxxxx, CII and/or ICI, (c) the transactions outlined in SCHEDULE "O", (d) sales, alienations, assignments, leases or other dispositions by the Borrowers and the other Credit Parties during any period of 12 consecutive months, of assets having an aggregate book value or market value (whichever is greater) of up to 10% of Tangible Net Assets (computed as of the end of such period of 12 months), and (e) sales, alienations, assignments, leases and other disposition (including, by way of clarification, any expropriation) by the Borrowers and the other Credit Parties during any period of 12 consecutive months, of assets (other than operating theatresincluding, by way of clarification, Capital Stock) that have become obsoletehaving an aggregate book value or market value (whichever is greater) in excess of 10% of Tangible Net Assets, damagedPROVIDED THAT, worn at the latest on the last day of each such period of 12 consecutive months, (I) the net proceeds of all such transactions in excess of 10% of Tangible Net Worth in such period of 12 consecutive months (the "EXCESS PROCEEDS") shall be used by the Credit Parties to purchase assets of equivalent value, or surplus (including Intellectual Property no longer material to the business II) failing such purchase of replacement assets with all of the Borrower or any said Excess Proceeds, the Term Facility Total Commitment and the Revolving Facility Total Commitment shall, on the last day of its Subsidiaries) the said 12 month period, be permanently reduced and cancelled (in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or propertyfollowing order: FIRSTLY, the Term Facility Total Commitment, in each caseinverse order of maturity, for Fair Market Value; (guntil reduced to zero and fully terminated, and SECONDLY, the Revolving Facility Total Commitment) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that by an amount equal to the Excess Proceeds or such portion thereof which has not been used to purchase replacement assets within the said period of 12 months. In the event that the Term Facility Total Commitment or the Revolving Facility Total Commitment are reduced as aforesaid, the Borrowers shall timely make all Net Cash Proceeds necessary repayments of Borrowings hereunder so as to ensure that Borrowings outstanding under the Term Facility and the Revolving Facility never exceed the Term Facility Total Commitment and the Revolving Facility Total Commitment as so reduced; and Xxxxxxx shall periodically provide reports on such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations transactions as set forth in, and to the extent required by, in Section 2.9 (Mandatory Prepayments11.1.7(c); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall notNo Loan Party will lease, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease sell or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein its Property (including the sale or factoring at maturity or collection of any accountsCapital Stock owned by it) to any other Person (including any Unrestricted Subsidiaryother than another Loan Party), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition sales of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (fb) like kind exchanges as long as no Default or Event of theatres for Default has occurred and is continuing, the sale or other theatres or propertydisposition of Equipment (i) that is obsolete, (ii) with a fair market value of up to $1,000,000 in the aggregate during the term of this Agreement that is no longer useful in such Loan Party’s business, and (iii) with a fair market value in excess of $1,000,000 in the aggregate during the term of this Agreement that is no longer useful in such Loan Party’s business if such sale is permitted by the Agent in writing; provided that, in each case, for Fair Market Valuesuch sale is in compliance with the terms of the Indenture; (gc) as long as no Default or Event of Default has occurred and is continuing continuing, for (i) the sale of assets classified on the Domestic Borrower’s consolidated balance sheet on the Closing Date as “Held for Sale,” (ii) the sale or would result therefrom, any Asset Sale for disposition of assets having a fair market value as determined in the Agent’s reasonable discretion not exceeding $5,000,000 in the aggregate during the term of this Agreement and (iii) the sale or disposition of other additional assets having a fair market value as determined in the Agent’s reasonable discretion exceeding $5,000,000 but less than Fair Market Value $25,000,000 in the aggregate during the term of assets set forth on Schedule 8.4(gthis Agreement; provided that the proceeds of any such sale or disposition shall be delivered to the Agent as required by Section 2.15(b) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are and applied to the payment of the Obligations as set forth intherein; and (d) the sale of Accounts owed by Volvo or Xxxx to a Domestic Loan Party if, and prior to such sale, (i) the Domestic Borrower delivers a new Borrowing Base Certificate to the extent required byAgent that gives effect to such sale, Section 2.9 (Mandatory Prepayments); ii) the proceeds of such sale are used to pay down the Domestic Revolving Loans, (hiii) the proceeds of such sale are at least equal to the amount of the advance rate for such Accounts prior to such sale and (iv) the Domestic Borrower provides the Agent with such other documents and information as long as no Event the Agent may reasonably request. The proceeds of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal permitted pursuant to all Net Cash Proceeds of such sale or disposition are this Section shall be delivered to the Agent if required by Section 2.15 and applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisetherein.

Sale of Assets. The Borrower shall notSell, nor shall it permit lease, assign, transfer or otherwise dispose of any of its Subsidiaries to, sell, convey, transfer, lease now owned or otherwise dispose hereafter acquired assets (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including except to the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”Borrower), except for the followingfor: (a) any Asset Sale to any Loan Party; (b) sale or disposition assets disposed of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; ; or (fb) like kind exchanges of theatres for the sale or other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value disposition of assets set forth on Schedule 8.4(gno longer used or useful in the conduct of its business; (c) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or other disposition of any Multiplex theatre for not less than Fair Market Valueassets which are substantially contemporaneously replaced with new assets of similar value and type; provided(d) sales or dispositions which, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet individually or in the notes thereto) that are assumed by aggregate, in any one year period ending on the transferee anniversary date of the Closing Date or any succeeding anniversary date thereof, do not exceed at any particular date during any such period, ten (10%) percent, and for the period from the date hereof to (but not including) the Revolving Credit Termination Date, do not exceed at any particular date during such period, twenty (20%) percent, of the amount or value of the assets, (b) any notes or other obligations or other securities or assets received by determined at the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as thereof determined in good faith and after all necessary due diligence by the Board of Directors of the Borrower), and its Subsidiaries taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstandingas a whole, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets determined as at the time date of the receipt of sale or disposition respecting any such Designated Non-Cash Consideration (with the sale or disposition, in arm's length transactions for fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without value, provided that, after giving effect to subsequent changes any such sale or disposition, no Default or Event of Default shall have occurred; or (e) the maintenance of the ESOP. Notwithstanding anything to the contrary in value); (j) any non-exclusive license this Agreement, in the event of patents, trademarks, copyrights the permitted sale or other intellectual property owned by the Borrower disposition of all or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with substantially all the business of a Guarantor which is permitted in accordance with clause (d) above, such Person's Guarantee shall terminate and be of no further force or effect, and the Borrower or parties hereto shall execute and deliver such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back documents to the Borrower or as the applicable Subsidiary on fair market terms (whether pursuant Borrower reasonably requests to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseevidence that fact.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Borrower or any of its Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its business, has become obsolete or damaged or is replaced in the ordinary course of business; (d) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of the Specified Property; (e) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of assets of any Permitted Joint Venture that, both at the time of such sale and as of the Effective Date, do not constitute, in the aggregate, all or a material part of the assets of such Permitted Joint Venture; (f) like kind exchanges as long as no Default or Event of theatres for other theatres Default is continuing or propertywould result therefrom, in each casethe lease or sublease of Real Property not constituting a sale and leaseback, for Fair Market Valueto the extent not otherwise prohibited by this Agreement or the Mortgages; (g) as long as no Default or Event of Default is continuing or would result therefrom, assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (h) as long as no Default or Event of Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business and in accordance with generally accepted practices in the industry; (i) any Asset Sale to the Borrower or any Subsidiary Guarantor; (j) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstandingj), the aggregate consideration received for the sale of all assets sold during any Fiscal Year shall not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary;7,500,000; and (k) any Asset Sale if issuance of Voting Stock of the assets Disposed of in such Asset Sale are contemporaneously leased back Borrower pursuant to the Borrower Warrants or the applicable Subsidiary on fair market Stock Options, and subject to the terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if and conditions set forth therein and in the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be DisposedWarrant Agreements or, whether in connection with a Proposed Acquisition or otherwiseas the case may be, the Stock Option Agreement.

Sale of Assets. The Neither the Parent nor the Borrower shall notshall, nor shall it they permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, except in the case of the Parent, issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”"ASSET SALE"), except for the following:: 111 CREDIT AGREEMENT PRESTIGE BRANDS, INC. (a) any Asset Sale to any Loan Party; (b) the liquidation, sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) each case in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres Equipment that has become surplus, worn-out, obsolete, is replaced in the ordinary course of business or is no longer used or useful in the business; (c) the discount or write-off of accounts receivable overdue by more than 90 days or the sale of any such account receivables for other theatres or propertythe purpose of collection to any collection agency, in each case, for Fair Market Valuecase in the ordinary course of business; (gi) licenses and sublicenses in the ordinary course of business of Intellectual Property (A) registered outside of the United States or (B) having an aggregate Fair Market Value whose Dollar Equivalent does not exceed $10,000,000 or (ii) the Foreign IP Transfer; (e) the cancellation of any Indebtedness permitted to be cancelled under SECTION 8.6(a) (PREPAYMENT AND CANCELLATION OF INDEBTEDNESS); (f) the issuance of Nominal Shares; (i) a true lease or sublease of any property not constituting Indebtedness and not constituting a sale and leaseback transaction and (ii) a sale of assets pursuant to a sale and leaseback transaction, in each case as permitted under SECTION 8.16 (SALE AND LEASEBACK TRANSACTIONS); (i) any Asset Sale to the Borrower or any Subsidiary Guarantor and (ii) any Asset Sale to any Non-Guarantor to the extent, after giving effect to such Asset Sale (and any other Asset Sale or Investment in Non-Guarantors to be made on or prior to the date of such Asset Sale), the Dollar Equivalent of the Non-Guarantor Investment Amount does not exceed $20,000,000, (iii) any Asset Sale by any Non-Guarantor to any Non-Guarantor and (iv) any Asset Sale by any Non-Guarantor to any Loan Party (including through a liquidation, disposition or winding up) as long as no Event the consideration given by the Loan Parties to such Non-Guarantor does not exceed the Fair Market Value of Default the assets transferred to such Loan Parties; (i) (A) the liquidation or merger of any Subsidiary of the Parent, to the extent such liquidation or merger is continuing permitted pursuant to CLAUSE (w) or would result therefrom, (x) of SECTION 8.7 (RESTRICTION ON FUNDAMENTAL CHANGES; PERMITTED ACQUISITIONS) and (B)(x) any Asset Sale disposition of the Stock or Stock Equivalents or other interests in any Permitted Joint Venture for not less than Fair Market Value and all of the consideration for which is payable in cash or (y) any pro rata disposition of the assets set forth on Schedule 8.4(g) of a Permitted Joint Venture to investors, participants or holders of Stock and Stock Equivalents in such Permitted Joint Venture in connection with the dissolution or termination of such Permitted Joint Venture Permitted Joint Venture, pursuant to and in accordance with the Contractual Obligations relating to such Permitted Joint Venture; PROVIDED, HOWEVER, that, with respect to any such Asset Sale pursuant to this CLAUSE (i)(B)(x), the Dollar Equivalent of the aggregate consideration received by Parent or any of its Subsidiaries during any Fiscal Year for all such Asset SalesSales shall not exceed $25,000,000; and PROVIDED, FURTHER, that, with respect to any such Asset Sale pursuant to this CLAUSE (i)(B); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section SECTION 2.9 (Mandatory PrepaymentsMANDATORY PREPAYMENTS);; 112 CREDIT AGREEMENT PRESTIGE BRANDS, INC. (hj) as long as no Default or Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre Asset Sale for not less than Fair Market Value, all of the consideration for which shall be payable in cash upon such sale, within 360 days of the consummation of a Permitted Acquisition, of non-core assets acquired as part of such Permitted Acquisition and subject to a Permitted Acquisition Notice with respect to such Permitted Acquisition; providedPROVIDED, howeverHOWEVER, that that, with respect to any such Asset Sale permitted pursuant to this CLAUSE (j), an amount equal to all Net Cash Proceeds of such sale or disposition Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section SECTION 2.9 (Mandatory PrepaymentsMANDATORY PREPAYMENTS);; and (ik) as long as (i) no Default or Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalentstherefrom, any other Asset Sale for not less than Fair Market Value, 75% of the consideration for which shall be payable in cash upon such sale; providedPROVIDED, howeverHOWEVER, that with respect to any such Asset Sale pursuant to this CLAUSE (A) k), the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 15,000,000 and (Bii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section SECTION 2.9 (Mandatory PrepaymentsMANDATORY PREPAYMENTS); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower No Company or Guarantor shall notsell, nor shall it permit assign, transfer, or otherwise dispose of any of its Subsidiaries toassets, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: OTHER THAN (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions sales of inventory in the ordinary course of business, (b) the sale, discount, or transfer of delinquent accounts receivable in the ordinary course of business for purposes of collection, (c) occasional sales of immaterial assets for consideration not less than the fair market value thereof, (d) dispositions of obsolete assets, (e) sale, leases, or other disposition among Companies or from a Guarantor to a Company; (f) sales, leases, or other dispositions of equipment outside the ordinary course of business PROVIDED, however, that Borrower shall make a mandatory prepayment of the Revolver Principal Debt in accordance with the provisions of SECTION 3.2 in an amount equal to, and contemporaneously with the receipt of the gross proceeds of any such sale (LESS any reasonable selling expenses related thereto), (g) sales of assets outside the ordinary course of business (i) other than the sale of all or substantially all of the assets related to a Managed Practice, having an aggregate fair market value not exceeding $1,500,000, during the fiscal year ending December 31, 1998, and (ii) Dispositions including the sale of property all or substantially all of the assets related to any Managed Practice, during any fiscal year thereafter having a value (other than operating theatresdetermined as the greater of fair market value or book value) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material which when added to the business value (determined as the greater of fair market value or book value) of all such other assets sold during such year, does not exceed 5% of the Borrower's total assets as reflected on the most recent balance sheet furnished to Administrative Agent pursuant to SECTION 9.3 at the time of any such sale, PROVIDED, however, that Borrower shall make a mandatory prepayment of the Revolver Principal Debt in accordance with the provisions of SECTION 3.2 in an amount equal to, and contemporaneously with the receipt of, the gross proceeds of any such sale (less any reasonable selling expenses related thereto); and (h) if no Default or any Potential Default then exists or arises as a result thereof, sales of its Subsidiaries) other assets, including equipment, in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Neither the Borrower shall not, nor shall it permit any of its Subsidiaries to, (other than Excluded Foreign Subsidiaries) shall sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, except in the case of the Borrower, issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments Inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) each case in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres Equipment that has become obsolete or propertyis replaced in the ordinary course of business; (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a Sale and Leaseback Transaction and (ii) a sale of assets pursuant to a Sale and Leaseback Transaction, in each case, for Fair Market Valuecase as permitted under Section 8.15 (Operating Leases; Sale/Leasebacks); (gd) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or any Guarantor; (f) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of any such Asset Sale in excess of $300,000,000 are applied pursuant to the payment of the Obligations as set forth inthis clause (f), and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 5,000,000 and (Bii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.6 (Mandatory Prepayments); (g) the sale of certain Investment Property set forth on Schedule 8.4(a) in an aggregate Net Cash Proceeds of which shall not exceed $500,000, so long as such sale is consummated on or prior to January 1, 2007. (h) so long as no Default or Event of Default is continuing or would result from any sale hereunder, and so long as an Asset Sale is made for Fair Market Value, payable in cash, the sale of certain Real Property set forth on Schedule 8.4(b); (i) so long as no Default or Event of Default is continuing or would result from any sale hereunder, an Asset Sale for Fair Market Value (i) payable in cash or (ii) payable in a combination of cash and other consideration; provided, however, (A) at least 85% of all the consideration received from such Asset Sale shall be in cash (except for Asset Sales of certain Subject Units set forth under clause III on Annex A hereto for which the greater of (x) 25% of the total purchase price and (y) an amount equal to that portion of the Available Credit created solely by the inclusion of the assets comprising the Subject Units set forth under clause III on Annex A hereof included calculating the borrowing base under the First Lien Credit Agreement immediately prior to the consummation of such Asset Sale, shall be in cash and the balance of the purchase price shall be permitted to be in the form of the assumption of TMT Indebtedness by the purchaser of such assets) and (B) the Net Cash Proceeds received from such Asset Sale is in an amount sufficient to satisfy the Secured Obligations, in respect of the Stock or assets of all or any part of any entity or combination of parts or entities comprising the Subject Units; provided, further, that for purposes of this clause (i)such Net Cash Proceeds from such sale are applied to the Obligations as set forth in, each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (and to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrowerrequired by, Section 2.6(a), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.consideration

Sale of Assets. The Sell, assign, transfer, convey, or otherwise dispose (including in connection with any sale and leaseback transactions) of any of its property or Assets (other than cash or Cash Equivalents) (any such transaction, a “Disposition”) except (a) Dispositions of any Assets; provided that (i) before and after giving effect to such Disposition, no Unmatured Event of Default or Event of Default has occurred and is continuing, (ii) the consideration received for such Assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower) and (iii) no less than 75% of the consideration thereof shall be paid in cash or Cash Equivalents, (b) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, to any Person in the ordinary course pursuant to the terms of a Benefit Plan, (c) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, in connection with the transactions contemplated by the agreements set forth on Schedule 6.7, (d) in connection with the exercise of any options or similar transactions by third parties under agreements in which the Borrower shall not, nor shall it permit or any of its Subsidiaries toown an interest, sell(e) constituting obsolete, conveyworn out, transfersurplus or uneconomic assets, lease (f) constituting non-core assets (including business lines and divisions), (g) not in the ordinary course of business, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or otherwise dispose other debt securities and valued at fair market value in the case of other non-cash proceeds) (“Dispose” i) are less than $2,000,000 with respect to any single Disposition or “Disposition”series of related Dispositions and (ii) ofwhen aggregated with the proceeds of all other Dispositions under this clause (g) made within the same fiscal year, any of their respective are less than $20,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower) and (2) no less than 75% thereof shall be paid in cash or Cash Equivalents, (h) Dispositions from (i) a Loan Party to another Loan Party or (ii) a Subsidiary that is not a Loan Party to the Borrower or any interest therein Subsidiary, (including the sale or factoring at maturity or collection of any accountsi) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries Liens permitted by Section 8.3(k) 6.2, Investments permitted by Section 6.3 (Investments); (d) including Dispositions of minority Equity Interests in Subsidiaries to the extent such minority Equity Interests constitute any Asset Sale where the Dollar Equivalent portion of the Fair Market Value of the assets subject to consideration for such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; Investment) and Distributions permitted by Section 6.5, and (ij) other Dispositions of inventory immaterial assets in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together consistent with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisepast practices.

Sale of Assets. The Borrower shall notHoldings will not sell, nor shall it lease, assign, transfer or otherwise dispose of, or permit any of its Subsidiaries to, to sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of its or their respective now owned or hereafter acquired assets or any interest therein (including the sale or factoring at maturity or collection including, without limitation, shares of any accounts) to any Person (including any Unrestricted Subsidiarystock and indebtedness of such Subsidiaries, receivables and leasehold interests), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; for inventory disposed of in the ordinary course of business; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; for transactions with Affiliates permitted under Section 6.06; (c) transfers for the sale or other disposition of assets that constitute Investments are obsolete or no longer used or usable for the conduct of business in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); the ordinary course; (d) for one or more transactions in which fixed or capital assets are sold and leased back, on terms that do not constitute Capital Lease Obligations (other than any Asset Sale where transaction described in clause (e) below), provided that if the Dollar Equivalent of the Fair Market Value aggregate sale price of the assets subject sold exceeds $15,000,000, the Net Proceeds of each such sale are used to such Asset Sale is less than $5,000,000 individually or $35,000,000 in prepay principal of the aggregate; Term Loans, of the Prudential Debt and of the Additional Prudential Notes, pursuant to Section 2.10(c); (e) (i) Dispositions for the sale by Big O Tires, Inc. and its Subsidiaries of inventory Big O franchisee loans to third parties, and (ii) for the sale by, or the sale and leaseback for subleasing by, Big O Tires, Inc. and its Subsidiaries of Big O stores to Big O franchisees (including real estate, fixtures and equipment), provided that, in each case under clauses (i) and (ii) the transaction is in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; consistent with past practice; (f) like kind exchanges for sales, transfers and other dispositions of theatres for other theatres or property, in each case, for Fair Market Value; Receivables and Related Assets under Permitted Securitizations permitted by Section 6.01(k) and (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value sales. transfers and other dispositions of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received permitted by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes clause of this clause (i)Section, each of provided that the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined of all assets sold, transferred or otherwise disposed of in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to reliance upon this clause (cg) that is at that time outstanding, shall not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) 15,000,000 during any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseFiscal Year.

Sale of Assets. The Borrower shall notNo Loan Party will lease, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease sell or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein its Property (including the sale or factoring at maturity or collection of any accountsCapital Stock owned by it) to any other Person (including any Unrestricted Subsidiaryother than another Loan Party), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition sales of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (fb) like kind exchanges as long as no Default or Event of theatres for Default has occurred and is continuing, the sale or other theatres or propertydisposition of Equipment (i) that is obsolete, (ii) with a fair market value of up to $1,000,000 in the aggregate during the term of this Agreement that is no longer useful in such Loan Party’s business, and (iii) with a fair market value in excess of $1,000,000 in the aggregate during the term of this Agreement that is no longer useful in such Loan Party’s business if such sale is permitted by the Agent in writing; provided that, in each case, for Fair Market Valuesuch sale is in compliance with the terms of the Indenture; (gc) as long as no Default or Event of Default has occurred and is continuing continuing, for (i) the sale of assets classified on the Domestic Borrower’s consolidated balance sheet on the Closing Date as “Held for Sale,” (ii) the sale or would result therefrom, any Asset Sale for disposition of assets having a fair market value as determined in the Agent’s reasonable discretion not exceeding $5,000,000 in the aggregate during the term of this Agreement and (iii) the sale or disposition of other additional assets having a fair market value as determined in the Agent’s reasonable discretion exceeding $5,000,000 but less than Fair Market Value $25,000,000 in the aggregate during the term of assets set forth on Schedule 8.4(gthis Agreement; provided that the proceeds of any such sale or disposition shall be delivered to the Agent as required by Section 2.15(b) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are and applied to the payment of the Obligations as set forth intherein; and (d) the sale of Accounts owed by Volvo or Mxxx to a Domestic Loan Party if, and prior to such sale, (i) the Domestic Borrower delivers a new Borrowing Base Certificate to the extent required byAgent that gives effect to such sale, Section 2.9 (Mandatory Prepayments); ii) the proceeds of such sale are used to pay down the Domestic Revolving Loans, (hiii) the proceeds of such sale are at least equal to the amount of the advance rate for such Accounts prior to such sale and (iv) the Domestic Borrower provides the Agent with such other documents and information as long as no Event the Agent may reasonably request. The proceeds of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal permitted pursuant to all Net Cash Proceeds of such sale or disposition are this Section shall be delivered to the Agent if required by Section 2.15 and applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisetherein.

Sale of Assets. The Borrower shall Borrowers will not, nor shall it and will not permit any of its their Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary)Subsidiary of the Company, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s Equity Interests to any Person other than the Company or any Stock Equivalents wholly-owned Subsidiary of the Company (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business property not necessary for operations disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, Inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) as so long as no Default or Event of Default then exists or would result therefrom and the Borrowers comply with Section 2.11(b), the sale or other disposition of assets (x) in an amount not to exceed $5,000,000 in the case of any individual sale or disposition or series of related sales or dispositions and (y) in an amount not to exceed $10,000,000 in the aggregate, when taken together with all other such asset sales or dispositions (other than as described in clauses (a) and (b) immediately above) in any Fiscal Year; (d) so long as no Default or Event of Default then exists or would result therefrom and the Borrowers comply with Section 2.11(b), the sale or other disposition of assets in connection with Sale/Leaseback Transactions permitted under Section 7.9; (e) any Borrower may grant leases or subleases to other Persons of excess office or other space so long as such lease or sublease (x) does not materially interfere with the conduct of the business of any Borrower and (y) is continuing on fair and reasonable terms and conditions; and (f) so long as (x) no Default or Event of Default then exists or would result therefrom, any Asset Sale (y) the consideration for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is paid solely in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of such sale and (z) the receipt of such Designated Non-Cash Consideration (Borrowers comply with Section 2.11(b), Scripps Xxxxxx Publishing, Inc. may sell the Real Estate located at 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 for fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned as determined by the board of directors of the Company. Notwithstanding anything to the contrary, no Borrower may convey, sell, lease, assign, transfer or otherwise dispose of, any of its Subsidiariesassets, which license is granted in the ordinary course of business and which does not interfere in or property, to any material respect with the business of the Non-Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs, or sell, convey, transfer, lease (including in a sale and leaseback transaction) or otherwise dispose (“Dispose” or “Disposition”) of, all or any part of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), in each case whether domestic or foreign, except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (b) the sale or disposition of equipment that has become obsolete or is replaced in the ordinary course of business; provided, however, that, other than in respect of the sale of the Pocatello Equipment, the aggregate Fair Market Value of all such equipment disposed of in any Fiscal Year shall not exceed $5,000,000; and provided further, however, that the proceeds from any sale in respect of the Pocatello Equipment shall be used solely to fund obligations in respect of required Remedial Action; (c) the lease or sublease of real property not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement; (d) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Like Kind Exchange; (f) like kind exchanges any transfer of theatres assets by the Borrower or any of its Subsidiaries as consideration for other theatres or property, in each case, for Fair Market Valuean Investment permitted by Section 8.3; (g) any Asset Sale to the Borrower or any Guarantor (other than any Principal Property (as defined in the indentures governing the Existing Public Debt)); and (h) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.Credit Agreement FMC Corporation

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary)Subsidiary of the Borrower, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s Equity Interests to any Person other than the Borrower or any Stock Equivalents wholly-owned Subsidiary of the Borrower (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions the sale or other disposition for fair market value of inventory in the ordinary course of business and (ii) Dispositions of obsolete or worn out property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business property not necessary for operations disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, Inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) as so long as no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing then exists or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower complies with Section 2.12(c), the sale or other disposition of assets (x) in an amount not to exceed $5,000,000 in the case of any Subsidiary from such Asset Sale is in cash individual sale or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent disposition or series of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets related sales or dispositions and (By) in an amount equal not to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or exceed $10,000,000 in the notes thereto) that are assumed by the transferee of any such assetsaggregate, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), when taken together with all other Designated Non-Cash Consideration received pursuant to this clause such asset sales or dispositions (cother than as described in clauses (a) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes b) immediately above) in value)any Fiscal Year; (jd) any non-exclusive license so long as no Default or Event of patentsDefault then exists or would result therefrom and the Borrower complies with Section 2.12(c), trademarks, copyrights the sale or other intellectual property owned by disposition of assets in connection with Sale/Leaseback Transactions permitted under Section 7.9; (e) the Borrower and its Subsidiaries may grant leases or any subleases to other Persons of its Subsidiaries, which license is granted in the ordinary course of business and which excess office or other space so long as such lease or sublease (x) does not materially interfere in any material respect with the conduct of the business of the Borrower or such Subsidiary; any Subsidiary and (ky) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary is on fair market and reasonable terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)and conditions; and (lf) so long as (x) no Default or Event of Default then exists or would result therefrom, (y) the consideration for such sale is paid solely in cash at the time of such sale and (z) the Borrower complies with Section 2.12(c), Scripps Media may sell the Real Estate located at 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 for fair market value as determined by the board of directors of the Borrower. Notwithstanding anything to the contrary, neither the Borrower nor any Asset Sale if the assets Disposed of in such Asset Sale are ordered Subsidiary may convey, sell, lease, assign, transfer or otherwise required by a Governmental Authority dispose of, any of its assets, business or property, to be Disposed, whether in connection with a Proposed Acquisition or otherwiseany Non-Wholly Owned Subsidiary.

Sale of Assets. The Borrower shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, sell, conveylease, transfer, lease abandon or otherwise dispose (“Dispose” including pursuant to a liquidation or “Disposition”dissolution transaction described in Section 10.2(a)(iii)(A)) ofof assets (except (v) any sale, any lease, transfer, abandonment or other disposition of their respective obsolete or worn out assets or any interest therein assets no longer useful in the business of the Company and its Subsidiaries, (including w) licenses of intellectual property entered into in the sale or factoring at maturity or collection ordinary course of any accounts) to any Person business, (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (ax) any Asset Sale to any Loan Party; (b) sale conveyance, sale, transfer or other disposition of Stock cash and/or cash equivalents, (y) assets sold or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory leased in the ordinary course of business for fair market value and (iiz) Dispositions as provided in Section 10.2); provided that the foregoing restrictions do not apply to: (a) the sale, lease, transfer or other disposition of assets to the Company or a Wholly-owned Subsidiary or a liquidation or dissolution of a Subsidiary where all of its assets are distributed to the Company or a Wholly-Owned Subsidiary; or (b) the sale of assets for cash or other property to a Person or assets (Persons other than operating theatres) that have become obsolete, damaged, worn the Company or surplus (including Intellectual Property no longer material to the business a Wholly-owned Subsidiary if all of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 following conditions are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments);met: (i) as long as the value of such assets (ivalued at net book value) no Event does not, together with the value of Default is continuing or would result therefrom and (ii) at least 75% all other assets of the aggregate consideration received Company and its Subsidiaries previously disposed of during the twelve month period then ending (other than sales or dispositions permitted by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalentsclause (a) above), any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.020% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Adjusted Asset Sale are applied to the payment Value of the Obligations Company and its Subsidiaries determined as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent end of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value)immediately preceding fiscal year; (jii) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course opinion of business and which does not interfere in any material respect with the business a Responsible Officer of the Borrower or such Subsidiary; (k) any Asset Sale if Company, the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on sale is for fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)value; and (liii) any Asset Sale if immediately before and immediately after the assets Disposed consummation of in such Asset Sale are ordered the transaction and after giving effect thereto, no Default or otherwise required by a Governmental Authority to Event of Default would exist and be Disposed, whether in connection with a Proposed Acquisition or otherwise.continuing;

Sale of Assets. The Borrower No Loan Party shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or (except in the case of the Borrower) issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments Inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory each case in the ordinary course of business business, and the sale or disposition of private or self-pay Accounts that are more than 270 days past the Discharge Date; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (iib) Dispositions the sale or disposition of property or assets (other than operating theatres) Equipment that have has become obsolete, damaged, worn worn-out surplus or surplus (including Intellectual Property is no longer material to used or useful in the business of the Borrower such Loan Party or any of its Subsidiaries) is replaced in the ordinary course of business; (c) (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction and (ii) a sale of assets pursuant to a sale and leaseback transaction; (d) assignments and licenses of intellectual property of the Loan Parties in the ordinary course of business; (e) any Asset Sale to the Borrower or any Guarantor; (f) like kind exchanges any Group Member can issue or sell any shares of theatres for other theatres its Stock or property, any Stock Equivalents thereof in each case, for Fair Market Valueconnection with any bona fide joint venture arrangement; (g) any Asset Sale, including the sale or disposition of hospital facilities owned by any Loan Party, disclosed on Schedule 8.4 (Asset Sales); (h) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(gotherwise permitted under clauses (a) through (Asset Sales)g) above; provided, however, that an amount equal with respect to all Net Cash Proceeds any such Asset Sale pursuant to this clause (h), (i) such Asset Sale is made for Fair Market Value, as determined at the earlier of (x) at the time the legally binding commitment for such Asset Sale was entered into and (y) if no legally binding commitment was entered into, the date of such Asset Sale Sale, in each case without giving effect to subsequent change in value and (ii) a Group Member shall either (x) receive not less than 75% of the consideration in excess of $300,000,000 are applied to 25,000,000 in the payment form of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any Equivalents or (y) the aggregate non-cash consideration received for all other Asset Sale for not less than Fair Market Value; provided, however, that (A) Sales consummated after the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall Amendment No. 3 Effective Date does not exceed the greater of $120,000,000 500,000,000 and 3.02.16% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment as of the Obligations as set forth in, and most recently ended period for which Financial Statements were delivered pursuant to the extent required by, Section 2.9 6.1(a) or (Mandatory Prepayments); b) (Financial Statements at any time (provided, further, that for purposes of this clause (iii), each (A) secured notes issued by the buyer of such assets that are secured by the assets being sold and evidencing obligations to pay up to 20% of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of cash consideration for any such assetsAsset Sale, (bB) any notes or other obligations or other securities or assets received by the Borrower or any Group Member from such Subsidiary from the transferee Asset Sale that are converted by the Borrower or such Subsidiary Group Member into cash or Cash Equivalents within 180 days after receipt thereof (to following the extent closing of the cash received) applicable Asset Sale and (cC) any Designated Non-Cash Consideration received liability assumed by the Borrower buyer of such assets in connection with any such Asset Sale, in each case shall be considered cash and Cash Equivalents); provided, further, that if Collateral with a value in excess of $20,000,000 is the subject of any one or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received more Asset Sales pursuant to this clause (ch) that is at that time outstandingin any given calendar year, not the Borrower shall deliver an updated Borrowing Base Certificate giving pro forma effect thereto on or prior to exceed the greater date of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt consummation of such Designated Non-Cash Consideration Asset Sale; (with i) the fair market value sale or disposition of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value)Stock or Stock Equivalents of9 any Unrestricted Subsidiary or Immaterial Subsidiary; (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned Investment permitted by the Borrower or Section 8.3 (Investments) and (ii) any of its Subsidiaries, which license is granted in the ordinary course of business Restricted Payment permitted by Section 8.5 (Restricted Payments); and which does not interfere in any material respect with the business of the Borrower or such Subsidiary;AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (k) the sale or disposition of any Asset Sale assets not constituting Collateral if prior to and after giving effect to any such sale of assets the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to Excess Availability Condition shall be Disposed, whether in connection with a Proposed Acquisition or otherwisesatisfied.

Sale of Assets. The Neither Holdings nor the Borrower shall, and neither shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres equipment that has become obsolete or propertyis replaced in the ordinary course of business; provided, in each casehowever, for that the aggregate Fair Market ValueValue of all such equipment disposed of in any Fiscal Year shall not exceed $1,000,000; (gc) the lease or sublease of real property not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement; (d) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or any Subsidiary Guarantor (other than Aviall Japan); and SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. (f) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied pursuant to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); this clause(f) (i) as long as (i) no Event the aggregate consideration received for the sale of Default is continuing or would result therefrom all assets sold during any Fiscal Year shall not exceed $10,000,000 and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, in Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall Loan Parties will not, nor shall it and will not permit any of its Subsidiaries other Group Member to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory Inventory in the ordinary course of business it being understood that transfers of Inventory between and (ii) Dispositions among the Borrowers and any other Loan Party at cost, in accordance of property past practice, shall be deemed to be a sale or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business disposition of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (b) the sale or disposition of Equipment which has become obsolete or is replaced in the ordinary course of business; (c) the Lease or sublease of Real Property not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement; (d) assignments and licenses of intellectual property of the Group in the ordinary course of business; (e) any Asset Sale (other than Stock in a Member of the Group) to a Loan Party and any Asset Sale consisting of Stock in a Member of the Group to a Loan Party; (f) like kind exchanges the sale of theatres for other theatres or property, in each case, for Fair Market Valuetrade accounts receivable and related rights under the Receivables Purchase Facilities and pursuant to the Contribution Agreement; (g) [Intentionally Omitted]; and (h) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of any such Asset Sale in excess of $300,000,000 are applied sale pursuant to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); this clause (h) as long as no Event of Default is continuing or would result therefrom), any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by for the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent sale of the aggregate consideration received all assets sold during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and 5,000,000, (Bii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment prepayment of the Obligations as set forth in, and to the extent required by, by Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise2.10.

Sale of Assets. The Make any Asset Sale (including, without limitation, the sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person or “group” (including any Unrestricted Subsidiarywithin the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof)), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent have consideration of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale which is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market ValuePermitted Investments; provided, howeverthat, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition Asset Sale having an aggregate fair market value (as determined in good faith by the Borrower)Fair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (c) that is at that time outstanding, outstanding not to exceed in excess of the greater of (x) $50,000,000 525,000,000 and 1.5(y) 3.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash cash Consideration (determined based on the most recently ended fiscal quarter for which internal financial statements are available and with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value)) shall be deemed to be cash for purposes of this Section 7.6 but for no other purpose and such consideration, at the time such Asset Sale is agreed to, is at least equal to the Fair Market Value of the assets being sold, transferred, leased or disposed of; (jb) any nonAsset Sales in an aggregate amount not to exceed $30,000,000 during any Fiscal Year (provided, that any unused portion of such amount during any Fiscal Year shall be carried forward to succeeding Fiscal Years) and such consideration, at the time such Asset Sale is agreed to, is at least equal to the Fair Market Value of the assets being sold, transferred, leased or disposed of; (c) any Asset Sales of (i) obsolete, worn-exclusive license out, used or surplus property (including for purpose of patentsrecycling), trademarks, copyrights or other intellectual and (ii) property owned by no longer necessary for the operations of the Borrower or any of its SubsidiariesRestricted Subsidiary or economically practicable or commercially desirable to maintain (as determined in good faith by the Borrower), which license is granted in the ordinary course of business and which does each case, whether now owned or hereafter acquired, in an aggregate amount not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)exceed $25,000,000; and (ld) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition the donation of the real property interest located at or otherwiseabout 18th and Broadway, Louisville, Kentucky.

Sale of Assets. The Borrower shall Parent Guarantor, the Obligor and the Partners will not, nor shall it and the Obligor will not permit any of its Subsidiaries Member to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or collectively, a “Disposition”) of, of any of their respective properties or assets or any interest therein (including excluding, in the sale or factoring at maturity or collection case of any accounts) to Partner, any Person (including any Unrestricted Subsidiarysuch property or assets that do not constitute Partnership Property of such Partner), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan PartyDispositions constituting the creation of a Lien not prohibited under Section 10.6(b); (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted SubsidiaryDispositions pursuant to Section 10.2 (excluding Sections 10.2(b)(3) and 10.2(c)(ii)); (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments)Dispositions to the Parent Guarantor, the Obligor or any Member; (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and day to day trading at arm’s length; (iie) Dispositions of property or assets (in exchange for other than operating theatres) that have become obsoleteproperties or assets of comparable value and utility or where the proceeds of such Disposition are, damagedwithin 90 days, worn used to acquire other properties or surplus (including Intellectual Property no longer material assets of comparable value for use in relation to the business of the Borrower or any of its Subsidiaries) in the ordinary course of businessBusiness; (f) like kind exchanges Dispositions of theatres for other theatres worn out, obsolete or property, in each case, for Fair Market Valueredundant property or assets; (g) as long as no Event Dispositions on arm’s length terms of Default is continuing property or would result therefrom, any Asset Sale assets not required for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment efficient operation of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments)Business; (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition Dispositions by a Partner of any Multiplex theatre for of its interest in the FOXTEL Partnership or the FOXTEL Television Partnership provided that such Disposition does not less than Fair Market Valueconstitute a Change of Control[Reserved]; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments);and (i) as long as other Dispositions, provided that any such Disposition is for fair market value and (i) no Event the aggregate book value of Default is continuing the properties and assets subject to all such Dispositions pursuant to this clause (i) during any fiscal year of the FOXTELNXEA Consolidated Group does not exceed 10% of Total Assets as at the end of the immediately preceding fiscal year of the FOXTELNXEA Consolidated Group (the “Disposition Cap”) or would result therefrom and (ii) at least 75% within 365 days after any such Disposition or portion thereof that would cause the Disposition Cap to be exceeded, the net after-tax proceeds of such Disposition (or relevant portion thereof, as the case may be) are used to (x) purchase productive assets for use by the Parent Guarantor, the Obligor or any Member Guarantor in the Business or (y) repay or prepay any unsubordinated Indebtedness of the aggregate consideration received by Parent Guarantor, the Borrower Obligor or any Subsidiary from Member Guarantor or any Indebtedness of any Member that is not a Member Guarantor (other than Indebtedness owing to the Parent Guarantor, the Obligor, a Member or a Partner); provided that, the Obligor has, on or prior to the application of any net after-tax proceeds to the repayment or prepayment of any Indebtedness pursuant to the foregoing clause (y), (1) offered to prepay the Notes with such Asset Sale is net after- tax proceeds (in cash whole or, if the aggregate outstanding principal amount of the Notes at such time exceeds such net-after tax proceeds, in part) in accordance with Section 8.5 or Cash Equivalents(2) offered to prepay the Notes pro rata with all such Indebtedness in accordance with Section 8.5, any other Asset Sale for not less than Fair Market Value; provided, however, that whereby the aggregate principal amount of the Notes subject to such offer of prepayment shall be equal to the product of (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets net after-tax proceeds being so applied and (B) an a fraction, the numerator of which is the aggregate outstanding principal amount equal to all Net Cash Proceeds of the Notes at such Asset Sale are applied time and the denominator of which is the aggregate outstanding principal amount of Indebtedness (including the Notes) receiving any repayment or prepayment (or offer thereof) pursuant to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 foregoing clause (Mandatory Prepaymentsy); provided, and provided further, that for purposes of this clause (i)Section 10.5, each of “net after-tax proceeds” shall mean the following shall be deemed to be cash: (a) the amount gross proceeds from such Disposition net of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee taxes, costs and expenses associated therewith. Any Disposition of shares of stock of any such assetsMember shall, (b) any notes or other obligations or other securities or assets received by for purposes of this Section 10.5, be valued at an amount that bears the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (same proportion to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt total assets of such Designated Non-Cash Consideration (with Member as the fair market value number of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back shares bears to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed total number of in shares of stock of such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseMember.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments Inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) each case in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres Equipment that has become obsolete or propertyis replaced in the ordinary course of business; provided, however, that the Dollar Equivalent of the aggregate Fair Market Value of all such equipment disposed of in any Fiscal Year shall not exceed $5,000,000; (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction and (ii) a sale of assets pursuant to a sale and leaseback transaction, in each case, for Fair Market Valuecase as permitted under Section 8.16 (Operating Leases; Sale/Leasebacks); (gd) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or any Subsidiary Guarantor; (f) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of any such Asset Sale in excess of $300,000,000 are applied pursuant to the payment of the Obligations as set forth inthis clause (f), and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 10,000,000 and (Bii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes and (g) issuances or sales of this clause Stock or any Stock Equivalents (i), each of the following shall be deemed ) by any Subsidiary Guarantor to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value Subsidiary Guarantor, (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (cii) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower to any Permitted Holder or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of (iii) by the Borrower or to any other Person, if such Subsidiary; (k) any Asset Sale if issuance by the assets Disposed of in such Asset Sale are contemporaneously leased back Borrower is made on terms acceptable to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of Administrative Agent in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseits discretion.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary's common stock or other equity interests to any Stock Equivalents Person other than the Borrower or a Subsidiary Loan Party (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair value, if any, of Stock obsolete or Stock Equivalents worn out property or the sale or other disposition for fair value of any Unrestricted Subsidiary; (c) transfers other property not necessary for operations disposed of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to any dispositions associated with a closed plant); (b) the business sale of the Borrower or any of its Subsidiaries) inventory and Permitted Investments in the ordinary course of business; (fc) like kind exchanges of theatres for other theatres provided that no Default or property, in each case, for Fair Market Value; (g) as long as no Event of Default has occurred and is continuing or would result therefrombe caused thereby, any Asset Sale for not less than Fair Market Value the sale or other disposition of assets set forth on Schedule 8.4(g(including the sale or other disposition of assets in connection with any sale and leaseback transactions), provided that the aggregate book value of all Tangible Assets sold or disposed hereunder (excluding assets sold under clauses (a) - (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to b) above) from the payment Closing Date through the Commitment Termination Date shall not exceed 10% of the Obligations book value of Total Tangible Assets as set forth inreported in the financial statements of the Borrower referred to in Section 4.4(ii), and or if the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b), the extent required by, financial statements most recently delivered pursuant to Section 2.9 (Mandatory Prepayments)5.1; (hd) as the sale of any receivables and related property to one or more Permitted Securitization Subsidiaries so long as no Event of Default such sale is continuing made to consummate a Permitted Securitization Transaction; and (e) the sale, lease or would result therefrom, any sale or other disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted including shares of stock or membership interests in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back Subsidiaries, to the Borrower or the applicable any Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)Loan Party; and (lf) the sale, lease or other disposition of assets, including shares of stock or membership interests in Subsidiaries, by Subsidiaries that are not Subsidiary Loan Parties to the Borrower or any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseother Subsidiary.

Sale of Assets. The Borrower No Loan Party shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or (except in the case of the Borrower) issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Partythe sale or disposition of Cash Equivalents or Inventory, in each case in the ordinary course of business, and the sale or disposition of private or self-pay Accounts that are more than 270 days past the Discharge Date; (b) the sale or disposition of Equipment that has become obsolete, worn-out surplus or is no longer used or useful in the business of such Loan Party or is replaced in the ordinary course of business; (c) (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction and (ii) a sale of assets pursuant to a sale and leaseback transaction; (d) assignments and licenses of intellectual property of the Loan Parties in the ordinary course of business; (e) any Asset Sale to the Borrower or any Guarantor; (f) any Group Member can issue or sell any shares of its Stock or any Stock Equivalents thereof in connection with any bona fide joint venture arrangement; (g) any Asset Sale, including the sale or disposition of hospital facilities owned by any Loan Party, disclosed on Schedule 8.4 (Asset Sales); (h) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale not otherwise permitted under clauses (a) through (g) above; provided, however, that with respect to any such Asset Sale pursuant to this clause (h), (i) such Asset Sale is made for Fair Market Value, as determined at the earlier of (x) at the time the legally binding commitment for such Asset Sale was entered into and (y) if no legally binding commitment was entered into, the date of such Asset Sale, in each case without giving effect to subsequent change in value and (ii) a Group Member shall either (x) receive not less than 75% of the consideration in excess of $37,500,000 in the form of cash or Cash Equivalents or (y) the aggregate non-cash consideration received for all other Asset Sales consummated after the Amendment No. 4 Effective Date does not exceed the greater of $500,000,000 and 2.16% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements at any time (provided, that for purposes of this clause (ii), (A) secured notes issued by the buyer of such assets that are secured by the assets being sold and evidencing obligations to pay up to 20% of the cash consideration for any such Asset Sale, (B) any securities received by any Group Member from such Asset Sale that are converted by such Group Member into cash or Cash Equivalents within 180 days following the closing of the applicable Asset Sale and (C) any liability assumed by the buyer of such assets in connection with any such Asset Sale, in each case shall be considered cash and Cash Equivalents); provided, further, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION that if Collateral with a value in excess of $30,000,000 is the subject of any one or more Asset Sales pursuant to this clause (h) in any given calendar year, the Borrower shall deliver an updated Borrowing Base Certificate giving pro forma effect thereto on or prior to the date of consummation of such Asset Sale; (i) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary or Immaterial Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned Investment permitted by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business Section 8.3 (Investments) and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (kii) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms Restricted Payment permitted by Section 8.5 (whether pursuant to an operating lease or a lease giving rise to a Capital Lease ObligationRestricted Payments); and (lk) the sale or disposition of any Asset Sale assets not constituting Collateral if prior to and after giving effect to any such sale of assets the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to Excess Availability Condition shall be Disposed, whether in connection with a Proposed Acquisition or otherwisesatisfied.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s common stock to any Person other than the Borrower or any Stock Equivalents wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents worn out property or other property not necessary for operations, disposed of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business business; CHAR1\1185130v10 (b) the sale of inventory and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Permitted Investments in the ordinary course of business; (fc) like kind exchanges the sale, lease or transfer of theatres assets of any Subsidiary to the Borrower or any other Loan Party; provided, that if the sale, lease or transfer of assets is made by a Subsidiary that is not a Loan Party, such sale, lease or transfer must not be for other theatres consideration that exceeds the fair market value of the assets sold, leased or property, in each case, for Fair Market Valuetransferred; (gd) as long as no Event the sale of Default is continuing or would result therefromany assets pertaining to Ruby Tuesday units pursuant to the Borrower’s Traditional Franchisee program and/or Franchise Partner Program, provided that the aggregate book value of the units sold pursuant to this Section 8.5(d) subsequent to the Closing Date shall not exceed $50,000,000 in the aggregate in any Asset Sale for not less than Fair Market Value fiscal year and/or $150,000,000 in the aggregate during the term of assets set forth on Schedule 8.4(g) (Asset Sales)this Agreement; provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Default or Event of Default has occurred and is continuing or would occur as a result therefromof such transaction; and (e) sales of Consolidated Assets pursuant to Sale and Leaseback Transactions with an aggregate book value, any sale or disposition when aggregated with all other such sales since the Closing Date pursuant to Sale and Leaseback Transactions, not exceeding $150,000,000 on the date of any Multiplex theatre for not less than Fair Market Valuesuch transfer; provided, however, that an amount equal to all Net Cash Proceeds of such sale no Default or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default has occurred and is continuing or would occur as a result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisetransaction.

Sale of Assets. The Borrower shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, sell, conveylease, transfer, lease abandon or otherwise dispose of assets, including, without limitation, by way of an asset securitization or sale-leaseback transaction (“Dispose” or “Disposition”) of, any of their respective except assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory sold in the ordinary course of business for fair market value and except as provided in Section 10.5(c)); provided that the foregoing restrictions do not apply to: (iia) Dispositions the sale, lease, transfer or other disposition of property assets of a Subsidiary to the Company or a Wholly-owned Subsidiary; or (b) the abandonment of assets (other than operating theatres) of the Company or a Subsidiary that have become obsolete, damaged, worn or surplus (including Intellectual Property are no longer material useful or intended to be used in the operation of the business of the Borrower or any of Company and its Subsidiaries, provided that such abandonment would not, individually or in the aggregate, have a Material Adverse Effect; (c) the sale of assets for cash or other property to a Person or Persons other than an Affiliate if all of the following conditions are met: (i) such assets (valued at net book value) do not, together with all other assets of the Company and its Subsidiaries previously disposed of during the twelve-month period then ending (other than in the ordinary course of business), exceed 10% of Consolidated Total Assets, and such assets (valued at net book value) do not, together with all other assets of the Company and its Subsidiaries previously disposed of during the period from the date of this Agreement to and including the date of the sale of such assets (other than in the ordinary course of business), exceed 30% of Consolidated Total Assets, in each such case determined as of the end of the immediately preceding fiscal year; (fii) like kind exchanges in the opinion of theatres a Senior Financial Officer of the Company, the sale is for other theatres or property, fair value and is in each case, for Fair Market Value;the best interests of the Company; and (giii) as long as immediately before and immediately after the consummation of the transaction and after giving effect thereto, no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)exist; provided, however, that an amount equal to all Net Cash Proceeds for purposes of the foregoing calculation, there shall not be included any assets the proceeds of which were or are applied within twelve months of the date of sale of such Asset Sale in excess of $300,000,000 are applied assets to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that either (A) the Dollar Equivalent acquisition of assets useful and intended to be used in the operation of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment business of the Obligations as set forth in, Company and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries as described in such Disposition Section 10.8 and having an aggregate a fair market value (as determined in good faith by a Senior Financial Officer of the BorrowerCompany) at least equal to that of the assets so disposed of or (B) the prepayment on a pro rata basis of Senior Debt of the Company determined, in the case of any Senior Debt of the Company denominated in a currency other than Dollars, on the basis of the exchange rate published in The Wall Street Journal on the second Business Day before the date of the applicable notice of prepayment. It is understood and agreed by the Company and the holders of the Notes that if, and only if, any part or portion of any such proceeds are offered to the prepayment of the Notes as hereinabove provided, then and in such event shall such proceeds, or part or portion thereof, as the case may be, to the extent accepted as a prepayment of the Notes by the holders thereof, be prepaid as and to the extent provided in Section 8.2. Without limiting the foregoing clause (B), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.Company agrees that:

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, sell, convey, transfer, lease lease, securitize, exchange or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective its assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”"ASSET SALE"), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock inventory or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory equipment in the ordinary course of business and (iiincluding pursuant to the implementation of joint sales agreements); (b) Dispositions the sale or disposition of property or assets (other than operating theatres) that equipment which have become obsolete, damaged, worn obsolete or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) are replaced in the ordinary course of business; (c) the lease or sublease of real property not constituting a sale and leaseback (other than a sale and leaseback permitted by SECTION 8.6); (d) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or any Subsidiary Guarantor (except any Asset Sale made by the Restricted License Subsidiary); (f) like kind exchanges as long as no Default or Event of theatres for other theatres Default is continuing or propertywould result therefrom, in each case, any Pre-Approved Securitization Transaction for Fair Market Value; (g) as long as no Default or Event of Default is continuing or would result therefrom, any Pre-Approved Station Sale for Fair Market Value; PROVIDED, that the aggregate consideration payable to the Borrower or its Subsidiaries in respect of such Asset Sale is not less than 75% in cash; (h) as long as no Default or Event of Default is continuing or would result therefrom, any Spectrum License Sale for Fair Market Value, payable at least as to 75% in cash upon such sale, PROVIDED, that the Net Cash Proceeds of such Asset Sale are applied to the prepayment of the Obligations to the extent required by SECTION 2.7; (i) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for Fair Market Value, payable as to 75% in cash upon such sale; PROVIDED, HOWEVER, that with respect to any such sale pursuant to this CLAUSE (I) all Net Cash Proceeds of such Asset Sale are applied to the prepayment of the Obligations to the extent required by SECTION 2.7; (j) as long as no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); providedSwap, howeverPROVIDED, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and the Borrower shall have given the Administrative Agent prior notice thereof, (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith therefor shall be at least equal to the Fair Market Value of the assets transferred by the Borrower), taken together with all other Designated Non-Cash Consideration received it pursuant to this clause such Asset Swap, (ciii) if and to the extent that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if Subsidiaries receives consideration for the assets Disposed of in transferred by it pursuant to such Asset Sale are contemporaneously leased back Swap that is in addition to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.Equivalent Assets received in

Sale of Assets. The Neither Holdings nor the Borrower shall, or shall not, nor shall it permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of the Borrower or any of its Subsidiaries, issue or sell any shares of their such Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Subsidiaries of Inventory in the ordinary course of business; (b) the sale or disposition any Borrower or any of its Subsidiaries of equipment or Inventory that has become obsolete or is replaced in the ordinary course of business; (c) the lease or sublease of real property by the Borrower or any of its Subsidiaries not constituting a sale and leaseback; (d) assignments and licenses of intellectual property of the Borrower or any of its Subsidiaries in the ordinary course of business; (e) any Asset Sale (i) by a Domestic Loan Party to another Domestic Loan Party, (ii) by a Material Loan Party that is not a Domestic Loan Party to another Material Loan Party, (iii) by a Material Loan Party to a Loan Party that is not a Material Loan Party in an aggregate amount the Dollar Equivalent of which shall not exceed $25,000,000 in any twelve month period, and (iv) by a JD Entity that is not a Material Loan Party to any other JD Entity; (f) like kind exchanges sales of theatres accounts receivable and related assets in connection with the sales, transfers and other dispositions of Receivables and Related Security to a Securitization Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that notes received in exchange for the transfer of Receivables and Related Security will be deemed cash if the Securitization Subsidiary or other theatres payor is required to repay those notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Borrower entered into as part of a Securitization Facility and all sales, transfers or propertyother dispositions of Securitization Assets by a Securitization Subsidiary under, in each caseand pursuant to, for Fair Market Valuea related Securitization Facility; (g) any assignment, sale of other disposition of payment intangibles more than 90 days past due made in connection with the collection of such delinquent payment intangibles; (h) the Permitted Divestitures for Fair Market Value; provided, however, that (i) net sales (as reported in the Form 10-K to be filed by the Borrower with the Securities and Exchange Commission for the Fiscal Year ending December 30, 2005) of such sold, divested or terminated businesses shall not exceed $800,000,000 in the aggregate during the term of this Agreement and (ii) with respect to any such sale pursuant to this clause (h), 85% of all consideration received for any Permitted Divestiture shall be in cash or Cash Equivalents and all Net Cash Proceeds of such Permitted Divestitures are applied to the Obligations to the extent required by Section 2.9 (Mandatory Prepayments); and (i) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale (not otherwise permitted by this Section 8.4 (Sale of Assets)) for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable solely in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied pursuant to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); this clause (i) as long as ), (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received for the sale of all assets sold (x) during any Fiscal Year for all such Asset Sales Years 2006 and 2007 shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 20,000,000 and (By) an amount equal to each Fiscal Year thereafter shall not exceed $50,000,000 and (ii) all Net Cash Proceeds of such Asset Sale Sales are applied to the payment of the Obligations as set forth in, and to the extent required by, by Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary's common stock to any Person other than the Borrower or any Stock Equivalents wholly-owned Subsidiary of the Borrower (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business property not necessary for operations disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (Ab) the Dollar Equivalent sale of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 inventory and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted Permitted Investments in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiarybusiness; (kc) Permitted Receivables Sales under Receivables Financings permitted under Section 7.1; (d) the sale or other disposition for fair market value of the distribution centers and other land held for development listed on Schedule 7.6; (e) the sale of real estate in connection with any Asset Sale if Like Kind Exchange; provided, that at the assets Disposed of in time any such Asset Sale are contemporaneously leased back Like Kind Exchange is entered into, (a) no Default or Event of Default has occurred and is continuing, (b) after giving pro forma effect to such Asset Like Kind Exchange, the Borrower is in compliance with the financial covenants set forth in Article VI and (c) the Borrower has delivered a certificate to the Borrower or Lenders certifying the applicable Subsidiary on fair market terms conditions set forth in clauses (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)a) and (b) and setting forth in reasonable detail calculations demonstrating pro forma compliance with the financial covenants set forth in Article VI; (f) the sale of assets in Sale/Leaseback Transactions permitted under Section 7.9; and (lg) any Asset Sale if the sale or other disposition of other assets Disposed in an aggregate amount not to exceed 5% of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.the consolidated total assets of the Borrower as of the last day of the immediately prior Fiscal Year;

Sale of Assets. The Borrower Parent and the Applicants shall not, nor and shall it not permit any of its Restricted Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of (“Dispose” including by allocation of assets by division or “Disposition”allocation of assets to any series of limited liability company, limited partnership or trust that constitutes a separate legal entity or Person, in each case pursuant to a transaction referenced in Section 1.4(h)) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Restricted Subsidiary, issue or sell any shares of their such Restricted Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Partythe sale or disposition of inventory (including fabricated projects for customers, such as offshore production platforms and related components) in the ordinary course of business; (b) sale transfers resulting from any taking or disposition of Stock or Stock Equivalents condemnation of any Unrestricted Subsidiaryproperty of the Parent or any of its Restricted Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) transfers as long as no Default or Event of assets Default is continuing or would result therefrom, the sale or disposition of equipment that constitute Investments the Parent reasonably determines is no longer useful in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments)its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) any Asset Sale where as long as no Default or Event of Default is continuing or would result therefrom, the Dollar Equivalent lease or sublease or chartering of property not constituting a sale and leaseback, to the Fair Market Value of extent not otherwise prohibited by this Agreement or the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregateother Credit Documents; (ie) Dispositions as long as no Default or Event of inventory in the ordinary course Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of business accounts and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) contract claims in the ordinary course of business; (f) like kind exchanges of theatres for other theatres any Asset Sale (i) to the Parent, an Applicant or propertyany Credit Party Wholly-Owned by an Applicant or (ii) by any Restricted Subsidiary that is not a Credit Party to the Parent, in each case, for Fair Market Valuean Applicant or another Restricted Subsidiary; (g) as long as no Default or Event of Default is continuing or would result therefrom, and subject to Section 2.12(a), any other Asset Sale for not less (other than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess respect of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (ha Mortgaged Vessel or Stock in a Mortgaged Vessel Owning Subsidiary) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower which is payable in cash, Cash Equivalents or any Subsidiary from Specified Other Consideration upon such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for sale. For purposes of this clause (ig), each “Specified Other Consideration” shall mean, with respect to any Asset Sale, (i) Non-cash Consideration identified by the Parent to the Administrative Agent in writing as being “Specified Other Consideration” for such Asset Sale and the amount thereof; provided that the amount of such Non-cash Consideration, together with the following shall be deemed amount of Specified Other Consideration described in this clause (g) for all other Asset Sales after the Initial Utilization Date does not exceed $75,000,000.00; and (ii) in connection with any assets or property directly related to be cash: (a) the Amazon, the amount of any liabilities (as shown on or other obligations of the Borrower’s Parent, an Applicant or such Subsidiary’s most recent balance sheet or in the notes thereto) any other Restricted Subsidiary that are is expressly assumed by the transferee of any such assets, (b) any notes assets or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value)property; (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Borrower or any of its Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of the Specified Property; (e) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of assets of any Permitted Joint Venture that, both at the time of such sale and as of the Effective Date, do not constitute, in the aggregate, all or a material part of the assets of such Permitted Joint Venture; (f) like kind exchanges as long as no Default or Event of theatres for other theatres Default is continuing or propertywould result therefrom, in each casethe lease or sublease of Real Property not constituting a sale and leaseback, for Fair Market Valueto the extent not otherwise prohibited by this Agreement or the Mortgages; (g) as long as no Default or Event of Default is continuing or would result therefrom, assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (h) as long as no Default or Event of Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business and in accordance with generally accepted practices in the industry; (i) any Asset Sale (i) to the Borrower or any Subsidiary Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (j) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value Value, at least 75% of assets set forth on Schedule 8.4(g) (Asset Sales)which is payable in cash or Cash Equivalents upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstandingj), the aggregate consideration received for the sale of all assets sold during any Fiscal Year shall not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary15,000,000; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms Sales permitted by Section 8.13 (whether pursuant to an operating lease or a lease giving rise to a Capital Lease ObligationSale/Leasebacks); and (l) any Asset Sale if issuance of Voting Stock of the assets Disposed of Borrower pursuant to the Warrants or the Stock Options, and subject to the terms and conditions set forth therein and in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposedthe Warrant Agreements or, whether in connection with a Proposed Acquisition or otherwiseas the case may be, the applicable Stock Option Plan.

Sale of Assets. The Sell, assign, transfer, convey, or otherwise dispose (including in connection with any sale and leaseback transactions) of any of its property or Assets (other than cash or Cash Equivalents) (any such transaction, a “Disposition”) except (a) Dispositions of any Assets; provided that (i) before and after giving effect to such Disposition, no Unmatured Event of Default or Event of Default has occurred and is continuing, (ii) the consideration received for such Assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower) and (iii) no less than 75% of the consideration thereof shall be paid in cash or Cash Equivalents, (b) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, to any Person in the ordinary course pursuant to the terms of a Benefit Plan, (c) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, in connection with the transactions contemplated by the agreements set forth on Schedule 6.7, (d) in connection with the exercise of any options or similar transactions by third parties under agreements in which the Borrower shall not, nor shall it permit or any of its Subsidiaries toown an interest, sell(e) constituting obsolete, conveyworn out, transfersurplus or uneconomic assets, lease (f) constituting non-core assets (including business lines and divisions), (g) not in the ordinary course of business, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or otherwise dispose other debt securities and valued at fair market value in the case of other non-cash proceeds) (“Dispose” i) are less than $2,000,000 with respect to any single Disposition or “Disposition”series of related Dispositions and (ii) ofwhen aggregated with the proceeds of all other Dispositions under this clause (g) made within the same fiscal year, any of their respective are less than $20,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower) and (2) no less than 75% thereof shall be paid in cash or Cash Equivalents, (h) Dispositions from (i) a Loan Party to another Loan Party or (ii) a Subsidiary that is not a Loan Party to the Borrower or any interest therein Subsidiary, (including the sale or factoring at maturity or collection of any accountsi) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries Liens permitted by Section 8.3(k6.2, Investments permitted by Section 6.3 and Distributions permitted by Section 6.5, and (j) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) other Dispositions of inventory immaterial assets in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together consistent with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisepast practices.

Sale of Assets. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, convey, sell, conveylease, transferassign, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets its assets, business or any interest therein (including property, whether now owned or hereafter acquired, or, in the sale or factoring at maturity or collection case of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock such Subsidiary’s common stock to any Person other than the Borrower or any Stock Equivalents wholly owned Subsidiary of the Borrower or a Subsidiary Loan Party (any such disposition being an “Asset Sale”or to qualify directors if required by applicable law), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or other disposition for fair market value of Stock obsolete or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of worn out property or assets (other than operating theatres) that have become obsoleteproperty not necessary for operations, damaged, worn or surplus (including Intellectual Property no longer material to the business disposed of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale of theatres for other theatres or property, inventory and Permitted Investments in each case, for Fair Market Valuethe ordinary course of business; (gc) as long as no Event of Default is continuing the sale, lease or would result therefrom, any Asset Sale for not less than Fair Market Value transfer of assets set forth on Schedule 8.4(gof any Subsidiary to the Borrower or any other Loan Party; provided, that if the sale, lease or transfer of assets is made by a Subsidiary that is not a Loan Party, such sale, lease or transfer must not be for consideration that exceeds the fair market value of the assets sold, leased or transferred; (d) (Asset Sales)the sale of any assets pertaining to Ruby Tuesday units pursuant to the Borrower’s Traditional Franchisee program and/or Franchise Partner Program, provided that the aggregate book value of the units sold pursuant to this Section 8.5(d) subsequent to the Closing Date shall not exceed $20,000,000 in the aggregate in any fiscal year and/or $50,000,000 in the aggregate during the term of this Agreement; provided, however, that an amount equal to all Net Cash Proceeds no Default or Event of Default has occurred and is continuing or would occur as a result of such Asset transaction; and (e) sales of assets pursuant to Sale and Leaseback Transactions with an aggregate book value, when aggregated with all other such sales since the Closing Date pursuant to Sale and Leaseback Transactions, not exceeding $75,000,000 on the date of such transfer; provided, that (i) no Default or Event of Default has occurred and is continuing or would occur as a result of such transaction and (ii) in the case of a Sale and Leaseback Transaction in excess of $300,000,000 are applied to the payment of the Obligations as set forth in5,000,000, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown in compliance on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days a Pro Forma Basis after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business such Sale and which does not interfere in any material respect Leaseback Transaction with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of financial covenants in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseArticle VII.

Sale of Assets. The Borrower shall will not, nor shall will it permit any of its Subsidiaries Subsidiary to, lease, sell, convey, transfer, lease transfer or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) its Property to any Person (including any Unrestricted Subsidiary)other Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions sales of inventory in the ordinary course of business and (ii) Dispositions of property obsolete or excess assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges sales, leases and transfers of theatres for other theatres Property (a) from the Borrower to any Guarantor, and (b) from any Subsidiary of the Borrower to the Borrower or property, in each case, for Fair Market Valueany Guarantor; (gc) as long as no Event (i) one or more transfers to a wholly-owned Subsidiary or wholly-owned Subsidiaries organized under the laws of Default is continuing or would result therefroma jurisdiction other than the United States, any Asset Sale state or territory thereof or the District of Columbia, of the right to license or use certain intellectual property assets of the Borrower and its Subsidiaries exclusively outside of the United States and (ii) the subsequent licensing by such Subsidiary or Subsidiaries of such intellectual property assets to third Persons that have contracted with the Borrower or its Subsidiaries to develop and operate restaurants and related businesses under the trademarks of the Borrower and its Subsidiaries outside of the United States; and (d) other sales, assignments, transfers, leases, conveyances or other dispositions of its Property, provided that (a) such disposition is for consideration consisting of cash or a combination of cash and notes, the principal amount of which notes shall not exceed $25,000,000 in the aggregate, (b) such disposition is for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower’s board of directors if the total consideration for such disposition is equal to or greater than $20,000,000), taken (c) after giving effect to such disposition, no Default shall exist, and (d) such Property, together with all other Designated NonProperty of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory and obsolete or excess assets in the ordinary course of business) calculated at book value (i) during the immediately preceding twelve-Cash Consideration received pursuant to this clause (c) that is at that time outstandingmonth period, represents the disposition of not to exceed the greater of $50,000,000 and 1.5than 5% of the Borrower’s Consolidated Total Assets at the time end of the receipt fiscal year immediately preceding that in which such transaction is proposed to be entered into, and (ii) during the period from the Closing Date to the date of such Designated Non-Cash Consideration (with proposed transaction, represents the fair market value disposition of each item not greater than 15% of Designated Non-Cash Consideration being measured the Borrower’s Consolidated Total Assets at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business end of the Borrower or fiscal year immediately preceding that in which such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority transaction is proposed to be Disposed, whether in connection with a Proposed Acquisition or otherwiseentered into.

Sale of Assets. The Borrower shall and THI will not, nor shall will it permit any of its Subsidiaries other Subsidiary to, selllease, convey, transfer, lease sell or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) its Operating Property to any Person (including any Unrestricted Subsidiary)other Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions sales of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges a disposition of theatres for other theatres assets by the Borrower, THI or property, in each case, for Fair Market Valuea Subsidiary to any Credit Party or a disposition of assets by a Subsidiary which is not a Credit Party to another Subsidiary which is not a Credit Party; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower)a disposition, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere of the Borrower, THI or Subsidiary, of obsolete property or property no longer used in any material respect with the business of the Borrower or such SubsidiaryCredit Parties; (kd) a disposition of assets by the Borrower, THI or any Asset Sale if other Credit Party to a Subsidiary which is not a Credit Party, provided that the assets Disposed so disposed do not constitute all or substantially all of the assets of the disposing Borrower, THI or other Credit Party or, when the net sale proceeds are aggregated with the net sale proceeds of all other such dispositions (other than dispositions permitted by Section 6.5(h)) during the twelve month period ending with the month in which any such Asset Sale are contemporaneously leased back disposition occurs, more than 15% of Consolidated Tangible Net Worth as determined as at the last day of the most recently completed Fiscal Quarter; (e) a lease, sale or other disposition of restaurants (including the lease, sale or other disposition of real property) to franchisees of a Borrower or a Subsidiary or to a joint venture or partnership of which the Borrower, THI or a Subsidiary holds an equity or partnership interest; (f) a disposition of assets pursuant to, and in accordance with, the terms of any Permitted Receivables Financing, provided that the aggregate amount of Receivables sold pursuant to Permitted Receivables Financings in any Fiscal Year shall not exceed Cdn.$50,000,000 or the U.S. $ Equivalent thereof; (g) sales of loans made by the Borrower, THI or a Subsidiary to franchisees to the Borrower extent such loans are permitted by Section 6.4; (h) leases, sales or the applicable Subsidiary on fair market terms (whether pursuant other dispositions of its property prior to an operating lease or a lease giving rise to a Capital Lease Obligation)January 1, 2006; and (li) leases, sales or other dispositions of its property (including Sale/Leaseback Transactions) that, together with the net sale proceeds of all other Operating Property of the Borrower, THI and the Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by this Section 6.5) as permitted by this Section 6.5(i) during the twelve-month period ending with the month in which any Asset Sale if such lease, sale or other disposition occurs, do not constitute more than 15% of Consolidated Tangible Net Worth as determined as at the last day of the most recently completed Fiscal Quarter. In addition, THI will ensure that the book value of all tangible assets Disposed of the Credit Parties which are not Operating Property and which are leased, sold or otherwise disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority any Fiscal Year will not exceed an amount equal to be Disposed, whether in connection with a Proposed Acquisition or otherwise5% of Consolidated Tangible Net Worth determined as at the last day of the most recently completed Fiscal Quarter.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective its assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Inventory in the ordinary course of business; (b) the sale or disposition of Inventory in connection with the sale of all of the fixed assets at the location where such Inventory is maintained; provided, however, that the aggregate Fair Market Value of all such Inventory disposed of in any Fiscal Year shall not exceed ten million Dollars ($10,000,000); (c) the sale or disposition of Equipment that has become obsolete or is replaced in the ordinary course of business; provided, however, that the aggregate Fair Market Value of all such Equipment disposed of in any Fiscal Year shall not exceed thirty million Dollars ($30,000,000); (d) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or Pellet; (f) like kind exchanges subject to the consent of theatres for other theatres the Lender, which shall not be unreasonably withheld, the sale of all of the assets or propertythe Stock of Pellet, in each caseProCoil and Ingleside Holdings, for Fair Market ValueL.P.; (g) as long as no Default or Event of Default has occurred and is continuing or would result therefrom, any other Asset Sale for Fair Market Value, payable upon such sale; provided, however, that with respect to any such sale pursuant to this clause (g), (i) the aggregate consideration received for the sale of all assets sold during any Fiscal Year shall not exceed forty million Dollars ($40,000,000) for non-real property assets and ten million Dollars ($10,000,000) for real property assets and (ii) all proceeds received by the Borrower or any of its Material Subsidiaries in cash or Cash Equivalents from such Asset Sale under this clause (g), net of (x) the reasonable cash costs of sale, assignment or other disposition, (y) taxes paid or payable as a result thereof and (z) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by the assets subject to such Asset Sale (provided, however, that evidence of each of sub-clauses (x), (y) and (z) above is provided to the Lender in form and substance satisfactory to it) are applied to the prepayment of the Obligations to the extent required by Section 2.7 (Mandatory Prepayments); and (h) as long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Asset Sale for not less permitted under Section 4.08 (Limitation on Sale of Mortgaged Property) or (other than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess involving any Collateral) Section 4.10 (Limitation on Sale of $300,000,000 are applied to the payment Assets other Than Mortgaged Property) of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseIndenture.

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”"ASSET SALE"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (b) transfers resulting from any taking or condemnation of any property of the Borrower or any of its Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of equipment that the Borrower reasonably determines is no longer useful in its business, has become obsolete or damaged or is replaced in the ordinary course of business; (d) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of the Specified Properties; (e) as long as no Default or Event of Default is continuing or would result therefrom, the sale or disposition of assets of any Permitted Joint Venture that, both at the time of such sale and at the date hereof, do not constitute, in the aggregate, all or a material part of the assets of such Permitted Joint Venture; (f) like kind exchanges as long as no Default or Event of theatres for other theatres Default is continuing or propertywould result therefrom, in each casethe lease or sublease of Real Property not constituting a sale and leaseback, for Fair Market Valueto the extent not otherwise prohibited by this Agreement or the Mortgages; (g) as long as no Default or Event of Default is continuing or would result therefrom, assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (h) as long as no Default or Event of Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business and in accordance with generally accepted practices in the industry; (i) any Asset Sale to the Borrower or any Subsidiary Guarantor; (j) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value, payable in cash upon such sale; providedPROVIDED, howeverHOWEVER, that an amount equal with respect to all Net Cash Proceeds of any such sale or disposition are applied pursuant to the payment of the Obligations as set forth inthis CLAUSE (j), and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by for the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent sale of the aggregate consideration received all assets sold during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments)1,000,000; provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary;and (k) any Asset Sale if issuance of Voting Stock of the assets Disposed of in such Asset Sale are contemporaneously leased back Borrower pursuant to the Borrower Warrants or the applicable Subsidiary on fair market Stock Options, and subject to the terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if and conditions set forth therein and in the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be DisposedWarrant Agreements or, whether in connection with a Proposed Acquisition or otherwiseas the case may be, the Stock Option Agreement.

Sale of Assets. The Borrower Parent and the Applicants shall not, nor and shall it not permit any of its Restricted Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of (“Dispose” including by allocation of assets by division or “Disposition”allocation of assets to any series of limited liability company, limited partnership or trust that constitutes a separate legal entity or Person, in each case pursuant to a transaction referenced in Section 1.4(h)) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Restricted Subsidiary, issue or sell any shares of their such Restricted Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Partythe sale or disposition of inventory (including fabricated projects for customers, such as offshore production platforms and related components) in the ordinary course of business; (b) sale transfers resulting from any taking or disposition of Stock or Stock Equivalents condemnation of any Unrestricted Subsidiaryproperty of the Parent or any of its Restricted Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in lieu thereof); (c) transfers as long as no Default or Event of assets Default is continuing or would result therefrom, the sale or disposition of equipment that constitute Investments the Parent reasonably determines is no longer useful in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments)its or its Subsidiaries’ business, has become obsolete, damaged or surplus or is replaced in the ordinary course of business; (d) any Asset Sale where as long as no Default or Event of Default is continuing or would result therefrom, the Dollar Equivalent lease or sublease or chartering of property not constituting a sale and leaseback, to the Fair Market Value of extent not otherwise prohibited by this Agreement or the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregateother Credit Documents; (ie) Dispositions as long as no Default or Event of inventory in the ordinary course Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of business accounts and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) contract claims in the ordinary course of business; (f) like kind exchanges of theatres for other theatres any Asset Sale (i) to the Parent, an Applicant or propertyany Credit Party Wholly-Owned by an Applicant or (ii) by any Restricted Subsidiary that is not a Credit Party to the Parent, in each case, for Fair Market Valuean Applicant or another Restricted Subsidiary; (g) as long as no Default or Event of Default is continuing or would result therefrom, and subject to Section 2.12(a), any other Asset Sale (other than an Asset Sale in respect of a Mortgaged Vessel or Stock in a Mortgaged Vessel Owning Subsidiary or any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment or any portion of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (hTechnology Business) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower which is payable in cash, Cash Equivalents or any Subsidiary from Specified Other Consideration upon such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for sale. For purposes of this clause (ig), each “Specified Other Consideration” shall mean, with respect to any Asset Sale, (i) Non-cash Consideration identified by the Parent to the Administrative Agent in writing as being “Specified Other Consideration” for such Asset Sale and the amount thereof; provided that the amount of such Non-cash Consideration, together with the following shall be deemed amount of Specified Other Consideration described in this clause (g) for all other Asset Sales after the Initial Utilization Date does not exceed $75,000,000.00; and (ii) in connection with any assets or property directly related to be cash: (a) the Amazon, the amount of any liabilities (as shown on or other obligations of the Borrower’s Parent, an Applicant or such Subsidiary’s most recent balance sheet or in the notes thereto) any other Restricted Subsidiary that are is expressly assumed by the transferee of any such assets, (b) any notes assets or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value)property; (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Neither Holdings nor the Borrower shall notshall, nor shall it they permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accountsaccount and a sale/leaseback described in Section 8.15 (Sale/Leasebacks) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary's Stock or any Stock Equivalents Equivalent (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than asset with a Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)less than $500,000; provided, however, that an amount equal to the aggregate Fair Market Value of all such assets disposed of in any Fiscal Year shall not exceed $3,000,000; (c) the sale or disposition of equipment that has become damaged, obsolete or is replaced in the ordinary course of business; provided, however, that the aggregate Fair Market Value of all such equipment disposed of in any Fiscal Year shall not exceed $2,000,000; (d) the sale or disposition of equipment that has become damaged, obsolete or is replaced in the ordinary course of business not permitted under clause (c) above; provided, however, that (i) 80% of the consideration for any such Asset Sale shall be payable in cash upon such sale and (ii) all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments); (e) the lease, license, occupancy or sublease of real property or equipment not constituting a sale and leaseback, to the extent not otherwise prohibited by this Agreement and sales and leasebacks permitted by Section 8.15 (Sale/Leasebacks); (f) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (g) any Asset Sale to the Borrower or any Subsidiary Guarantor; (h) Asset Sales by a Foreign Subsidiary to another Foreign Subsidiary for cash consideration equal to the Fair Market Value of the assets sold; (i) as long as no Default or Event of Default is continuing or would result therefrom, the Hub and Drum Sale or any sale or disposition of any Multiplex theatre Specified Asset Sale for not less than Fair Market Value; provided, however, that an amount equal to (i) 75% of the consideration for any such Asset Sale shall be payable in cash upon such sale, (ii) all Net Cash Proceeds of such sale or disposition Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments)) and (iii) in the case of the Hub and Drum Sale, such sale shall be consummated on terms and conditions reasonably satisfactory to the First Lien Agent; (ij) sales, leases, subleases, transfer or conveyance of Receivables Assets (or interests therein) pursuant to a Securitization Program to the extent permitted under Section 8.1(o) (Indebtedness); and (k) as long as (i) no Default or Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalentstherefrom, any other Asset Sale for not less than Fair Market Value; provided, however, that (Ai) 90% of the Dollar Equivalent of consideration for any such Asset Sale shall be payable in cash upon such sale and (ii) the aggregate consideration received during any Fiscal Year for all such Asset Sales, together with the Asset Sales permitted under clause (b) above, shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 25,000,000 and (Biii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.10 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.

Sale of Assets. The Borrower shall Each of Group and each of the Borrowers will not, nor shall it and will not permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective its assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective its assets or or, in the case of any Subsidiary of Group, issue or sell any shares of their such Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition being an “Asset Sale”), except for the followingexcept: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; providedasset or assets (including, howeverwithout limitation, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (ia Subsidiary’s Stock) by a Warnaco Entity as long as (i) the purchase price paid to such Warnaco Entity for such asset shall be no Event less than the Fair Market Value of Default is continuing or would result therefrom and such asset at the time of such sale, (ii) at least no less than 75% of the purchase price for such asset shall be paid in cash, (iii) no Default or Event of Default has occurred and is continuing at the time of such sale or would result from such sale, and (iv) the aggregate consideration Fair Market Value received for all assets sold by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) Loan Parties and their Subsidiaries following the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received Closing Date pursuant to this clause (b) shall not exceed $200,000,000; (c) transfers of assets from (i) any Loan Party to any other Loan Party, (ii) any Loan Party to any Warnaco Entity that is at not a Loan Party, provided that time outstandingthe aggregate Fair Market Value of assets sold, leased, transferred or otherwise disposed of pursuant to this subclause (ii) (other than pursuant to the next proviso of this subclause (ii)) shall not exceed $20,000,000 in the aggregate plus the Fair Market Value of any equipment and inventory owned on the Closing Date by a Loan Party in connection with its domestic manufacturing operations that are subsequently transferred to exceed a Foreign Subsidiary, and provided further that the greater Loan Parties may transfer the Xxxxxx Xxxxx Underwear trademark and/or rights to use such trademark to one or more Warnaco Entities that are not Loan Parties so long as (A) each such transfer shall be on arm’s-length terms and the price paid to the transferring Loan Parties shall be no less than the Fair Market Value of $50,000,000 and 1.5% of Consolidated Total Assets such trademark at the time of such transfer, (B) each such transfer is for cash, Cash Equivalents and/or a note (such note to be on arm’s-length terms at a market interest rate and otherwise reasonably acceptable to the receipt Administrative Agent and pledged to the Collateral Agent for the benefit of such Designated Non-Cash Consideration the Secured Parties), (with the fair market value C) no Default or Event of each item of Designated Non-Cash Consideration being measured Default has occurred and is continuing at the time received of such transfer or would result from such transfer and (D) the transferee of such trademark shall have entered into an agreement on terms reasonably satisfactory to the Administrative Agent pursuant to which such transferee agrees that the Collateral Agent may dispose of Inventory utilizing such trademark without giving effect restriction or royalty payment to subsequent changes in value)the transferee, and (iii) any Warnaco Entity that is not a Loan Party to any other Warnaco Entity; (jd) the licensing or sublicensing of trademarks and trade names by any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted Warnaco Entity in the ordinary course of business business; (e) the rental by the Warnaco Entities, as lessors or sub-lessors, in the ordinary course of their respective businesses, on an arm’s-length basis, of real property and which does not interfere personal property, in any material respect with each case under leases (other than Capital Leases); (f) the sale or disposition of machinery and equipment no longer used or useful in the business of the Borrower or such SubsidiaryWarnaco Entities; (kg) any sale of fixed assets not in connection with a Sale and Leaseback Transaction that were purchased in connection with a proposed lease financing transaction within 45 days of such Asset Sale, which assets are subsequently leased back by the Borrowers or one of their Subsidiaries; (h) any Lien permitted by Section 7.2, Investment permitted by Section 7.3, Restricted Payment permitted by Section 7.5, or transaction permitted by Section 7.7; (i) any Asset Sale if the assets Disposed of in such Asset connection with a Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether and Leaseback Transaction permitted pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)Section 7.16; and (lj) the sale of any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwiseasset listed on Schedule 7.4.

Sale of Assets. The Borrower shall Each Loan Party will not, nor shall it and will not permit any Subsidiary to Dispose of its Subsidiaries to, sell, convey, transfer, lease any Property or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale whether by way of merger, casualty, condemnation, assignment, farm-out or factoring at maturity or collection of any accounts) Production Payment to any Person (including other than any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), Loan Party except for the followingfor: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) Hydrocarbons in the ordinary course of business; (fb) like kind exchanges farmouts, sales or other Dispositions of theatres for other theatres undeveloped acreage or property, Oil and Gas Properties with no associated Proved Reserves and assignments in each case, for Fair Market Valueconnection with such transactions in the ordinary course of business; (gc) as long as the sale or other Disposition of equipment in the ordinary course of business or that is no Event of Default is continuing or would result therefrom, any Asset Sale longer necessary for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment business of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower Loan Parties or any of its Subsidiaries in such or is replaced by equipment of at least comparable value and use and the sale or other Disposition having an aggregate fair market value (as determined in good faith by of assets that are obsolete or no longer necessary for the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time business of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower Loan Parties or any of its Subsidiaries; (d) Dispositions of claims against customers, which license is granted working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (e) Dispositions between or among Loan Parties; (f) sales and other dispositions of seismic, geologic or other data, licenses and similar rights or assets in the ordinary course of business and which does not interfere in any material respect consistent with the business of the Borrower or such Subsidiarypast practice; (kg) Casualty or condemnation events so long as the proceeds thereof are applied in accordance with Section 2.13; (h) any Asset Sale if ordinary course or other Disposition approved by the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether Bankruptcy Court pursuant to an operating lease or a lease giving rise order in form and substance satisfactory to a Capital Lease Obligation)Required Lenders; (i) Permitted Asset Sales; and (lj) any Asset Sale if Dispositions of other assets from time to time provided the assets Disposed aggregate fair market value of all such property disposed of under this clause (j) does not exceed $250,000 in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisethe aggregate.

Sale of Assets. The Borrower shall Company will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, sell, conveylease, transfer, lease abandon or otherwise dispose of assets (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for inventory and other assets sold, leased, transferred or otherwise disposed of in the followingordinary course of business for fair market value and except as provided in Section 10.3(a) or (c)); provided that the foregoing restrictions do not apply to: (a) any Asset Sale the sale, lease, transfer or other disposition of assets of a Subsidiary to any Loan Party;the Company or a Subsidiary of which the Company and one or more Subsidiaries shall own not less than the same percentage of Voting Stock as the Company and one or more Subsidiaries then own of the Subsidiary making such sale, lease, transfer or other disposition; or (b) sale the sale, lease, transfer or other disposition of Stock or Stock Equivalents assets of any Unrestricted the Company to a Wholly-Owned Subsidiary; (c) transfers the abandonment of assets of the Company or a Subsidiary that constitute Investments are no longer useful or intended to be used in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments)the operation of the business of the Company and its Subsidiaries, provided that such abandonment would not, individually or in the aggregate, have a Material Adverse Effect; (d) any Asset Sale where the Dollar Equivalent sale of Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $200,000,000); and (e) the sale, lease, transfer or other disposition of assets for cash or other property to a Person or Persons if all of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate;following conditions are met: (i) Dispositions such assets (valued at net book value) do not, together with all other assets of inventory in the ordinary course Company and its Subsidiaries previously disposed of business and (ii) Dispositions of property or assets during the twelve-month period then ending (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business), exceed 15% of Consolidated Total Assets determined as of the end of the immediately preceding fiscal year; (fii) like kind exchanges in the good faith opinion of theatres the Company, the sale is for other theatres or property, fair value and is in each case, for Fair Market Valuethe best interests of the Company; (giii) as long as in the event such Person is an Affiliate, the terms of such sale, lease, transfer or disposition are no less favorable to the Company or such Subsidiary than would be obtained in a transaction with a Person other than an Affiliate; and (iv) immediately before and immediately after the consummation of the transaction and after giving effect thereto, no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)exist; provided, however, that an amount equal for purposes of the foregoing calculation, there shall not be included any assets the proceeds of which were or are segregated by the Company for the prepayment at any applicable prepayment premium, on a pro rata basis of Senior Indebtedness of the Company (other than Senior Indebtedness of the Company owed to all Net Cash Proceeds a Subsidiary or Affiliate) for which the Company has provided notice to the holders of such Asset Sale in excess Senior Indebtedness of $300,000,000 are applied its intent to the payment prepay such Senior Indebtedness with such proceeds within 15 days of the Obligations as set forth in, date of the sale and to such proceeds are so applied within 45 days after the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds date of such sale notice or disposition are otherwise applied to the payment within twelve months of the Obligations as set forth in, and date of sale of such assets to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that either (A) the Dollar Equivalent acquisition of, or reinvestment in, assets useful and intended to be used in the operation of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment business of the Obligations as set forth in, Company and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries as described in such Disposition Section 10.6 and having an aggregate a fair market value (as determined in good faith by the BorrowerCompany) at least equal to that of the assets so disposed of or (B) the prepayment at any applicable prepayment premium, on a pro rata basis, of Senior Indebtedness of the Company (other than Senior Indebtedness of the Company owed to a Subsidiary or Affiliate). It is understood and agreed by the Company that any such proceeds paid and applied to the prepayment of the Notes as hereinabove provided shall be offered and prepaid as and to the extent provided in Section 8.2 (it being understood and agreed that with respect to the Notes, taken together with all other Designated Non-Cash Consideration received notwithstanding the terms and provisions of Section 8.2, an offer of prepayment pursuant to this clause (c) that is of Section 10.4 of the Notes shall be at that time outstanding, not to exceed the greater of $50,000,000 and 1.5100% of Consolidated Total Assets at the time of principal amount thereof, together with interest accrued and unpaid thereon to the receipt date of such Designated Non-Cash Consideration (prepayment, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligationseries of Notes as the Company may designate, on a pro rata basis within each such series); and . Without limiting the foregoing clause (l) any Asset Sale if b), the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.Company agrees that:

Sale of Assets. The Neither Borrower shall notshall, nor shall it they permit any of its their respective Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments Inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) each case in the ordinary course of business; (b) the sale or disposition of Equipment that has become obsolete or is replaced in the ordinary course of business; (c) issuances of Stock by (i) the Convertible Borrower or Holdings pursuant to the Syndication Agreement (as defined in Schedule 2.6) and the corresponding provisions of the Amended Borrower Agreement (as defined in Schedule 2.6) or the Amended Holdings Agreement (as defined in Schedule 2.6), as applicable, (ii) any Group Member that is a real estate investment trust not exceeding 1% of such Group Member’s total outstanding Stock (on a fully diluted basis), and (iii) any other Group Member in connection with such Group Member becoming a real estate investment trust and not exceeding 1% of such Group Member’s total outstanding Stock (on a fully diluted basis); (d) assignments and licenses of intellectual property of the Group Members in the ordinary course of business; (e) any Asset Sale to the Borrower or any Group Member, except to the extent prohibited by the Pledge Agreement; and (f) like kind exchanges of theatres for any other theatres or property, in each case, Asset Sale for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of any such Asset Sale in excess of $300,000,000 are applied pursuant to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 this clause (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (Bf) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 2.9; (Mandatory Prepayments)g) sale and leaseback transactions; provided, furtherhowever, that for purposes the Fair Market Value of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)Sales shall not exceed $50,000,000; and (lh) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether Sales in connection with a Proposed Acquisition or otherwisesecuritizations to the extent permitted by Section 8.1(k).

Sale of Assets. The Borrower Sell, assign, transfer, convey, or otherwise dispose (including in connection with any sale and leaseback transactions) of any of its property or Assets (other than cash or Cash Equivalents) (any such transaction, a “Disposition”) except (a) Dispositions of any Assets; provided that (i) before and after giving effect to such Disposition, no Unmatured Event of Default or Event of Default has occurred and is continuing, (ii) the consideration received for such Assets shall notbe in an amount at least equal to the fair market value thereof (determined in good faith by the Parent) and (iii) no less than 75% of the consideration thereof shall be paid in cash or Cash Equivalents; (b) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, nor shall it permit to any Person in the ordinary course pursuant to the terms of a Benefit Plan; (c) so long as such Disposition would not reasonably be expected to have a Material Adverse Effect, in connection with the transactions contemplated by the agreements set forth on Schedule 6.7; (d) in connection with the exercise of any options or similar transactions by third parties under agreements in which the Parent or any of its Subsidiaries toown an interest; (e) constituting obsolete, sellworn out, conveysurplus or uneconomic assets; (f) constituting non-core assets (including business lines and divisions); (g) not in the ordinary course of business, transferthe proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds 101 consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) (i) are less than $2,000,000 with respect to any single Disposition or series of related Dispositions and (ii) when aggregated with the proceeds of all other Dispositions under this clause (g) made within the same fiscal year, lease are less than $20,000,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Parent) and (2) no less than 75% thereof shall be paid in cash or otherwise dispose Cash Equivalents; (“Dispose” h) Dispositions from (i) a Loan Party to another Loan Party or “Disposition”(ii) of, any of their respective assets a Subsidiary that is not a Loan Party to the Parent or any interest therein Subsidiary; (including the sale or factoring at maturity or collection of any accountsi) to any Person (including any Unrestricted Subsidiary), or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Party; (b) sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries Liens permitted by Section 8.3(k) 6.2, Investments permitted by Section 6.3 (Investments); (d) including Dispositions of minority Equity Interests in Subsidiaries to the extent such minority Equity Interests constitute any Asset Sale where the Dollar Equivalent portion of the Fair Market Value of the assets subject to consideration for such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; Investment) and Distributions permitted by Section 6.5; (ij) Dispositions of inventory tax credits and related assets, and loans or other extensions of credit to customers and clients in the ordinary course of business; and (k) other Dispositions of immaterial assets in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together consistent with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwisepast practices.

Sale of Assets. The Borrower No Loan Party shall not, nor shall it permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or (except in the case of the Borrower) issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “Asset Sale”), except for the following: (a) any Asset Sale to any Loan Partythe sale or disposition of Cash Equivalents or Inventory, in each case in the ordinary course of business, and the sale or disposition of private or self-pay Accounts that are more than 270 days past the Discharge Date; (b) the sale or disposition of Equipment that has become obsolete, worn-out surplus or is no longer used or useful in the business of such Loan Party or is replaced in the ordinary course of business; (c) (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction and (ii) a sale of assets pursuant to a sale and leaseback transaction; (d) assignments and licenses of intellectual property of the Loan Parties in the ordinary course of business; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (e) any Asset Sale to the Borrower or any Guarantor; (f) any Group Member can issue or sell any shares of its Stock or any Stock Equivalents thereof in connection with any bona fide joint venture arrangement; (g) any Asset Sale, including the sale or disposition of hospital facilities owned by any Loan Party, disclosed on Schedule 8.4 (Asset Sales); (h) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale not otherwise permitted under clauses (a) through (g) above; provided, however, that with respect to any such Asset Sale pursuant to this clause (h), (i) such Asset Sale is made for Fair Market Value, as determined at the earlier of (x) at the time the legally binding commitment for such Asset Sale was entered into and (y) if no legally binding commitment was entered into, the date of such Asset Sale, in each case without giving effect to subsequent change in value and (ii) a Group Member shall either (x) receive not less than 75% of the consideration in excess of $37,500,000 in the form of cash or Cash Equivalents or (y) the aggregate non-cash consideration received for all other Asset Sales consummated after the Amendment No. 4 Effective Date does not exceed the greater of $500,000,000 and 2.16% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements at any time (provided, that for purposes of this clause (ii), (A) secured notes issued by the buyer of such assets that are secured by the assets being sold and evidencing obligations to pay up to 20% of the cash consideration for any such Asset Sale, (B) any securities received by any Group Member from such Asset Sale that are converted by such Group Member into cash or Cash Equivalents within 180 days following the closing of the applicable Asset Sale and (C) any liability assumed by the buyer of such assets in connection with any such Asset Sale, in each case shall be considered cash and Cash Equivalents); provided, further, that if Collateral with a value in excess of $30,000,000 is the subject of any one or more Asset Sales pursuant to this clause (h) in any given calendar year, the Borrower shall deliver an updated Borrowing Base Certificate giving pro forma effect thereto on or prior to the date of consummation of such Asset Sale; (i) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary or Immaterial Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (f) like kind exchanges of theatres for other theatres or property, in each case, for Fair Market Value; (g) as long as no Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales); provided, however, that an amount equal to all Net Cash Proceeds of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of this clause (i), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned Investment permitted by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business Section 8.3 (Investments) and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (kii) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms Restricted Payment permitted by Section 8.5 (whether pursuant to an operating lease or a lease giving rise to a Capital Lease ObligationRestricted Payments); and (lk) the sale or disposition of any Asset Sale assets not constituting Collateral if prior to and after giving effect to any such sale of assets the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to Excess Availability Condition shall be Disposed, whether in connection with a Proposed Acquisition or otherwisesatisfied.

Sale of Assets. The Neither the Borrower shall not, nor shall it permit any of its Subsidiaries to, (other than Excluded Foreign Subsidiaries) shall sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, except in the case of the Borrower, issue or sell any shares of their Stock or any Stock Equivalents (any such disposition being an “"Asset Sale”"), except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock Cash Equivalents or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments Inventory, in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) each case in the ordinary course of business; (fb) like kind exchanges the sale or disposition of theatres for other theatres Equipment that has become obsolete or propertyis replaced in the ordinary course of business; (i) a true lease or sublease of Real Property not constituting Indebtedness and not constituting a Sale and Leaseback Transaction and (ii) a sale of assets pursuant to a Sale and Leaseback Transaction, in each case, for Fair Market Valuecase as permitted under Section 8.15 (Operating Leases; Sale/Leasebacks); (gd) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (e) any Asset Sale to the Borrower or any Guarantor; (f) as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale for not less than Fair Market Value of assets set forth on Schedule 8.4(g) (Asset Sales)Value, payable in cash upon such sale; provided, however, that an amount equal with respect to all Net Cash Proceeds of any such Asset Sale in excess of $300,000,000 are applied pursuant to the payment of the Obligations as set forth inthis clause (f), and to the extent required by, Section 2.9 (Mandatory Prepayments); (h) as long as no Event of Default is continuing or would result therefrom, any sale or disposition of any Multiplex theatre for not less than Fair Market Value; provided, however, that an amount equal to all Net Cash Proceeds of such sale or disposition are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (i) as long as (i) no Event of Default is continuing or would result therefrom and (ii) at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale is in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market Value; provided, however, that (A) the Dollar Equivalent of the aggregate consideration received during any Fiscal Year for all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets 5,000,000 and (Bii) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); (g) as long as no Default or Event of Default is continuing or would result therefrom, an Asset Sale for Fair Market Value payable in cash in respect of the Stock or assets of the Little Giant Pump Company; provided, furtherhowever, that for purposes of this clause such (i)) Asset Sale is consummated on or prior to July 31, each of the following shall be deemed to be cash: 2006 and (aii) the amount of any liabilities (Net Cash Proceeds from such sale are applied to the Obligations as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assetsset forth in, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (and to the extent required by, Section 2.9(a); FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY (h) the sale of (x) certain Investment Property set forth on Schedule 8.4(a) in an aggregate Net Cash Proceeds of which shall not exceed $500,000 and (y) the cash receivedBorrower's Investments in Kulthorn Kirby, so long as each sale in clauses (x) and (cy) any Designated Non-Cash Consideration received by the Borrower are consummxxxx on or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower)prior to July 31, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease Obligation)2006; and (li) so long as no Default or Event of Default is continuing or would result from any sale hereunder, and so long as an Asset Sale if is made for Fair Market Value, payable in cash, the assets Disposed sale of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.certain Real Property set forth on Schedule 8.4(b);

Sale of Assets. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose (“Dispose” or “Disposition”) of, of any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person (including any Unrestricted Subsidiary)Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or or, in the case of any Subsidiary, issue or sell any shares of their such Subsidiary’s Stock or any Stock Equivalents Equivalent (any such disposition in excess of $500,000 per transaction or series of related transactions, being an “Asset Sale”), ) except for the following: (a) any Asset Sale to any Loan Party; (b) the sale or disposition of Stock or Stock Equivalents of any Unrestricted Subsidiary; (c) transfers of assets that constitute Investments in Unrestricted Subsidiaries permitted by Section 8.3(k) (Investments); (d) any Asset Sale where the Dollar Equivalent of the Fair Market Value of the assets subject to such Asset Sale is less than $5,000,000 individually or $35,000,000 in the aggregate; (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of property or assets (other than operating theatres) that have become obsolete, damaged, worn or surplus (including Intellectual Property no longer material to the business of the Borrower or any of its Subsidiaries) in the ordinary course of business; (fb) like kind exchanges transfers resulting from any taking or condemnation of theatres for other theatres any property of the Borrower or propertyany of its Subsidiaries (or, as long as no Default or Event of Default has occurred and is continuing or would result therefrom, deed in each case, for Fair Market Valuelieu thereof); (gc) as long as no Default or Event of Default is continuing or would result therefrom, any Asset Sale for not less than Fair Market Value the sale or disposition of assets set forth on Schedule 8.4(g) (Asset Sales); providedequipment that the Borrower reasonably determines is no longer useful in its or its Subsidiaries’ business, howeverhas become obsolete, that an amount equal to all Net Cash Proceeds damaged or surplus or is replaced in the ordinary course of such Asset Sale in excess of $300,000,000 are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments)business; (hd) as long as no Default or Event of Default is continuing or would result therefrom, any the sale or disposition of assets of any Multiplex theatre for not less than Fair Market Value; providedPermitted Joint Venture that, however, that an amount equal to all Net Cash Proceeds both at the time of such sale or disposition are applied to the payment and as of the Obligations Effective Date, do not constitute, in the aggregate, all or a material part of the assets of such Permitted Joint Venture; (e) as set forth inlong as no Default or Event of Default is continuing or would result therefrom, the lease or sublease of Real Property not constituting a sale and leaseback, to the extent required bynot otherwise prohibited by this Agreement or the Mortgages; (f) as long as no Default or Event of Default is continuing or would result therefrom, Section 2.9 non-exclusive assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; (Mandatory Prepayments)g) as long as no Default or Event of Default is continuing or would result therefrom, discounts, adjustments, settlements and compromises of Accounts and contract claims in the ordinary course of business; (h) any Asset Sale (i) to the Borrower or any Subsidiary Guarantor or (ii) by any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (i) as long as (i) no Default or Event of Default is continuing or would result therefrom and therefrom, (iix) any other Asset Sale for Fair Market Value, at least 75% of the aggregate consideration received by the Borrower or any Subsidiary from such Asset Sale which is payable in cash or Cash Equivalents, any other Asset Sale for not less than Fair Market ValueEquivalents upon such sale; provided, however, that with respect to any such Asset Sale in accordance with this clause (A) the Dollar Equivalent of i)(x), the aggregate consideration received during any Fiscal Year for the sale of all such Asset Sales shall not exceed the greater of $120,000,000 and 3.0% of Consolidated Total Assets and (B) an amount equal to all Net Cash Proceeds of such Asset Sale are applied to the payment of the Obligations as set forth in, and to the extent required by, Section 2.9 (Mandatory Prepayments); provided, further, that for purposes of assets sold in accordance with this clause (i)) during any Fiscal Year, each including such Asset Sale, shall not exceed $10,000,000 in the aggregate, (y) the sale of Xxxxxxx & Xxxxxx Volund ApS for Fair Market Value and (z) the sale of the following shall be deemed to be cash: (a) the amount equity interests of any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $50,000,000 and 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);Ebensburg Power Company for Fair Market Value; and (j) any non-exclusive license of patents, trademarks, copyrights or other intellectual property owned Asset Sales permitted by the Borrower or any of its Subsidiaries, which license is granted in the ordinary course of business and which does not interfere in any material respect with the business of the Borrower or such Subsidiary; Section 8.13 (k) any Asset Sale if the assets Disposed of in such Asset Sale are contemporaneously leased back to the Borrower or the applicable Subsidiary on fair market terms (whether pursuant to an operating lease or a lease giving rise to a Capital Lease ObligationSale/Leasebacks); and (l) any Asset Sale if the assets Disposed of in such Asset Sale are ordered or otherwise required by a Governmental Authority to be Disposed, whether in connection with a Proposed Acquisition or otherwise.