Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) or any of its Accounts, other than (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, a) the sale of Inventory in the case ordinary course of any Subsidiarybusiness, issue (b) the sale or sell any shares other disposition by a Credit Party in the ordinary course of such Subsidiary's capital Stock Credit Parties’ business to any Person other than Borrower an Affiliate of a Credit Party of obsolete, worn-out or any whollysurplus Inventory or of obsolete, worn-owned Subsidiaryout, except: surplus or idle Equipment or Fixtures, (c) dispositions (other than of (i) The salethe Stock of any Subsidiary of any Credit Party or (ii) any Accounts of any Credit Party) not otherwise permitted under this Section 6.8 which are made for fair market value; provided, lease that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any Fiscal Year $15,000,000, (d) the sale of Real Estate located at 0000 Xxxxxx Xx., Fredericksburg, Virginia, (the “Real Estate Held for Sale”), (e) dispositions of cash and investments permitted by Section 6.2(c) or 6.2(d), (f) non-exclusive licenses and sublicenses granted by a Credit Party and leases or subleases (by a Credit Party as lessor or sublessor) to third parties in the ordinary course of Credit Parties’ business not interfering with the business of the Credit Parties or any of their Subsidiaries, (g) Restricted Payments permitted under Section 6.13, (h) dispositions of past due Accounts in connection with the collection or compromise thereof; provided, that the Account Debtor is financially troubled or distressed; provided, further, that after the occurrence and during the continuance of an Event of Default, such disposition shall only be made upon the prior written consent of Agent, (i) as long as no Default or Event of Default has occurred and is continuing or would result after giving effect thereto, the surrender or waiver of contractual rights or settlement, release or surrender of any contract, tort or other litigation claims in the ordinary course of business, (j) abandonment, cancellation or other disposition of Inventory, Equipment and leases Intellectual Property (which such Credit Party reasonably in good faith determines is not useful to its business) in the ordinary course of business and which does not materially interfere with the ordinary conduct of the business of any Credit Party, (consistent with past practicek) mergers and consolidations permitted by Section 6.1, in (l) dissolutions, liquidations or other discontinuance of existence of a Subsidiary of the case Borrower permitted by Section 6.1, (m) the granting of sales of leases)consensual Liens permitted under Section 6.7, other than obsolete or worn out property; and (iin) the sale or other disposition of obsolete or worn out property Stock in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any an Inactive Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent with past practice, b) the sale or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the case of sales of leases)Business and having a book value not exceeding US$100,000 in the aggregate in any Fiscal Year, other than obsolete or worn out property; (iic) the sale or other disposition of obsolete or worn out property other assets having a book value not exceeding US$25,000 in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; Year, and (ivd) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collaterala Vessel, or any Collateral is provided that (i) no more than one Vessel may be sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) in any Fiscal Year and no more than three Vessels shall be sold or otherwise disposed of free and clear during the term of this Agreement, (ii) the net proceeds of such sale shall not be less than the greater of: (x) 75% of the Liens created fair market value of such Vessel as of the Closing Date (as determined by reference to the Security Agreementappraisal delivered on or prior to the Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale and (iii) following such sale or disposition and after the net proceeds have been applied in accordance with Section 1.3(c) hereof to prepay the US Term Loan or Cdn. Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans shall not exceed 80% of the orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the Agent aggregate principal amount of all outstanding US Term Loans shall not exceed 80% of the orderly liquidation value of the remaining US Owned Vessels. Without the consent of the Lenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be authorized to take any actions deemed appropriate in order to effect permitted during the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3existence of a Default or an Event of Default.

Sale of Stock and Assets. No Credit Party shall Sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the capital Stock (excluding directors’ qualifying shares) of any of its Restricted Subsidiaries (whether in a public or assets a private offering or otherwise) or any of their Accounts, except for: (includinga) sales, without limitationtransfers, receivables conveyances, assignments and leasehold interests)dispositions of Inventory and the disposition of Cash Equivalents for cash or other Cash Equivalents, whether now owned or hereafter acquired, orin each case, in the case ordinary course of business; (b) sales, transfers, conveyances, assignments and dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower, is no longer useful in its business (or in the business of any Subsidiaryof its Subsidiaries); (c) sales, issue or sell any shares of such Subsidiary's capital Stock transfers, conveyances, assignments and dispositions to any Person a Loan Party (other than Borrower Holdings) or any wholly-owned Subsidiary, except: ; provided that (i) The a sale, lease transfer, conveyance, assignment or other disposition by a Loan Party to a Subsidiary that is not a Loan Party for less than fair market value as determined in good faith by the Borrower shall only be permitted to be made under this clause (c) to the extent the Loan Parties would have been able to make an Investment under Section 7.2 in an amount equal to the fair market value as determined in good faith by the Borrower (net of Inventorythe consideration actually paid to the Loan Parties) of the property or assets subject to such sale, Equipment transfer, conveyance, assignment or disposition and (ii) any noncash consideration received in exchange for any such sale, transfer, conveyance, assignment or disposition shall in each case constitute an Investment in such Person subject to Section 7.2; (d) unlimited sales, transfers, conveyances, assignments and dispositions for fair market value as determined in good faith by the Borrower so long as (i) no Event of Default then exists and is continuing or would immediately result therefrom and (ii) at least 75% of the consideration in excess of the greater of (x) $24,000,000 and (y) 10% of TTM Consolidated EBITDA at the time of the applicable sale, transfer, conveyance, assignment or disposition consists of cash; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (e) sales, transfers, conveyances, assignments or dispositions solely to effectuate a liquidation, amalgamation, merger or consolidation permitted pursuant to Section 7.1;provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (f) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business (consistent with past practice, not impairing in any material respect the case conduct of sales the business of leases), other than obsolete the Loan Parties or worn out propertyany of their Restricted Subsidiaries; (iig) the sale sales or other disposition of obsolete or worn out property discounting, on a non-recourse basis and in the ordinary course of business for proceeds consisting solely business, of Accounts in connection with the collections and compromise thereof not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notesotherwise prohibited hereunder; (iiih) to the extent constituting a sale, transfer, conveyance, assignment or disposition, transactions permitted by Section 7.1, Investments permitted by Section 7.2, Liens permitted by Section 7.7, sale-lease back transactions permitted by Section 7.12, Junior Debt Payments permitted by Section 7.13 and Restricted Payments permitted by Section 7.14, in each case, made in accordance with the terms and conditions applicable thereto; (i) the granting of any Permitted Liens; (j) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Restricted Subsidiary; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (k) sales, transfers, conveyances or dispositions to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds thereof are promptly applied to the purchase price of similar replacement property; (l) sales, transfers, conveyances, assignments or dispositions of non-core assets acquired in connection with a Permitted Acquisition or other Investment permitted hereunder; provided that (1) such non-core assets do not exceed $15,000,000 and (2) the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (m) other sales or dispositions in an aggregate amount per sale or disposition (or series of assets related sales or dispositions) not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notesto exceed $15,000,000; provided, provided that the aggregate book value of all assets so sold Net Cash Proceeds thereof are applied in any Fiscal Year shall not exceed $5,000,000accordance with Section 2.3(b)(ii) if and to the extent required thereby; (ivn) the lease by Borrower and its Subsidiaries (as lessee) and license issuance, disposition or sale of real or personal property Equity Interests in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3)Holdings; (vo) the investments, acquisitions and transfers unwinding or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance termination of any Subsidiary's capital Stock to the Borrower or any wholly-owned SubsidiaryHedge Agreement permitted hereunder; and (xp) sales, transfers, conveyances, assignments or dispositions of property Investments in Joint Ventures and non-wholly owned Subsidiaries to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (orrequired by, if required or made pursuant to, buy/sell arrangements or put/call arrangements under any applicable joint venture arrangement, operating agreement, shareholders agreement or similar binding arrangement; provided that, notwithstanding anything to Section 11.2, all of the Lenders) waive the provisions of contrary in this Section 6.8 with respect to the sale 7.8, no Loan Party or Restricted Subsidiary shall make any sale, transfer, conveyance, assignment or other disposition to any Unrestricted Subsidiary of Material Intellectual Property or Equity Interests of any CollateralPerson that owns, or owns the exclusive rights to utilize, any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Material Intellectual Property.

Sale of Stock and Assets. No Credit Party Borrower shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) or any of its Accounts (including, without limitation, receivables and leasehold interestsany such disposition being an “Asset Sale”), whether now owned or hereafter acquired, or, other than the following (without duplication): (a) sales and other dispositions of assets in the case ordinary course of any Subsidiarybusiness, issue swaps, exchanges, interchange or sell any shares pooling of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiaryassets, except: (i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business ; (consistent with past practiceb) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrowers; (c) sales or dispositions of Permitted Investments for cash or in exchange for Permitted Investments (including, for the avoidance of doubt, the sale of auction rate securities); (d) dispositions of Section 1110 Assets (consisting of the return thereof to the party that had provided financing therefor); provided, that such dispositions, in the case of sales of leases)aggregate, other than obsolete or worn out propertycould not reasonably be expected to result in a Material Adverse Effect; (iie) sales or dispositions of Inventory in the sale ordinary course of business; (f) sales or dispositions of other disposition assets in arm’s length transactions at fair market value in an aggregate amount not to exceed $2,500,000 in the aggregate in any Fiscal Year; (g) (i) sale, disposition, exchange or abandonment of obsolete or worn out property Intellectual Property; provided, that such abandonment is (A) in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash consistent with past practices and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions with respect to Intellectual Property that is not material to the business of assets not described in the preceding clauses (i) Borrowers and (ii) for proceeds consisting solely licensing or sublicensing of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property Intellectual Property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3)consistent with past practices; (vh) sale, disposition, exchange, lease or abandonment of Slots (other than the investmentssale, acquisitions and transfers disposition, lease or dispositions abandonment (but not exchange) of properties permitted pursuant Slots at New York LaGuardia Airport); provided that such sale, disposition, exchange or abandonment could not reasonably be expected to Section 6.2result in a Material Adverse Effect; (vii) sale-leaseback, synthetic lease or similar transactions to the extent not prohibited by Section 6.11; (j) the disposition of leasehold or similar interests in Real Estate that is not owned Real Estate (including Gate Interests), including through assignment, sublease or lease termination or rejection, as a whole or in part, or the return, surrender, exchange or abandonment of any property subject thereto to the extent any such disposition individually or all such dispositions in the aggregate could not reasonably be expected to result in a Material Adverse Effect; (k) rejection of executory contracts in accordance with an order of the Bankruptcy Court to the extent such rejections, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (l) sale or discount without recourse disposition of accounts receivable arising Subject Assets, so long such sale is consistent in all material respects with the Projections; (m) dispositions of assets by, or any of the Stock of, Lynx; provided that the proceeds of such sale are applied as required by Section 1.2(b); provided further that (i) except for the sale of assets by, or any of the Stock of, Lynx as permitted by clause (m) above, nothing herein shall permit the disposition of any material asset owned by Lynx and used by it in the ordinary course of business in connection with the compromise or collection thereof; other than (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ixA) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions Subject Assets consisting of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required spare parts pursuant to Section 11.26.8(l), all (B) sales in the ordinary course of business to the extent otherwise permitted hereunder, (C) sales of rotables to the extent not generating cash proceeds in excess of $25,000 in any month and (D) other sales of assets with a value not to exceed $250,000; it being understood that except for the sale of assets by, or any of the LendersStock of, Lynx in each case as permitted in clause (m) waive the provisions above, Lynx shall not be permitted to sell or dispose of this Section 6.8 with respect aircraft, engines, order positions, operating certificates or, to the sale or other extent the cash proceeds thereof exceed $25,000 in any month, rotables and (ii) nothing herein shall permit the disposition of any Collateral, Slots other than as specifically provided for in clause (h) above or any Collateral is sold or otherwise disposed of Subject Aircraft other than as permitted by this Section 6.8, such Collateral specifically provided for in clause (unless sold to another Credit Partyl) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3above.

Sale of Stock and Assets. No Excepted as otherwise expressly permitted in this Section 6, no Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case capital Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of their Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business; (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business (consistent with past practice, and having a value not exceeding $500,000 in any single transaction or $1,500,000 in the case of sales of leases), other than obsolete or worn out property; aggregate in any Fiscal Year; (iic) the sale or other disposition of obsolete or worn out property assets described on Disclosure Schedule 6.8; (d) the licensing in the ordinary course of business for proceeds consisting solely of intangible assets, including trade names, trademarks, service marks and copyrights of Borrower, provided that such licenses do not less than individually or in the aggregate materially impair the usefulness and value of any of such intangible asset(s) used or to be used in the business or operations of Borrower as now conducted or as proposed to be conducted; (Ae) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions the disposition of assets not described constituting Inventory in connection with the preceding clauses (i) and (ii) for proceeds consisting solely discontinuation or partial discontinuation of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provideda product line, that the aggregate book value provided such Inventory is disposed of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of Borrower's business operations and provided further that such disposition shall not exceed five percent (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); 5%) of the consolidated Inventory of Borrower, Holdings and their Subsidiaries; (vf) the investmentsclosing of those Stores and the disposition of other assets identified in the Projections attached hereto as Disclosure Schedule (3.4(B)), acquisitions provided that in advance of each such closing, Borrower and transfers or dispositions of properties permitted pursuant Agents agree to Section 6.2; a liquidation strategy, reasonably acceptable to Agents; (vig) the closing of additional Stores upon twenty (20) Business Days' notice to Agents, provided that (i) in advance of each closing Borrower has delivered to Agents a liquidation plan (including acceptable fee arrangements) reasonably acceptable to Agents, and (ii) the results of each such liquidation sale or discount without recourse are delivered to Agents contemporaneously with the delivery of accounts receivable arising such information to Borrower, but in the ordinary course of business any event, no less than weekly; (h) in connection with Store closings permitted under this Section 6.8, the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party; leases (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 and with respect to leases subject to a leasehold mortgage in favor of Agent only in the sale or other disposition of any Collateral, or any Collateral event such lease is sold at a price at least equal to seventy percent (70%) of the NLV of such lease); and (i) settlements by Borrower of amounts due or otherwise disposed of as permitted by to become due under any lease covering a Store being closed pursuant to this Section 6.8, provided that if any such Collateral settlement proposes to pay a landlord an amount greater than one year's rent under such lease, Borrower shall obtain Agents' consent, which consent shall not be unreasonably withheld. With respect to any disposition of assets and/or leases permitted above other than any disposition pursuant to clause (unless sold to another Credit Partya), (A) no such disposition shall be sold permitted if any Default or otherwise disposed Event of free Default shall have occurred and clear be continuing, or would result after giving effect to such disposition; (B) all proceeds of the Liens created by the Security Agreement, and the Agent any such dispositions shall be authorized applied by Agent in accordance with Section 1.3(c) and Section 1.11 hereof. With respect to take any actions deemed appropriate disposition of assets or other properties permitted pursuant to clauses (b) (c) (d) (e) (f) and (g) above, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower, at Borrower's prepayment obligations set forth in Section 1.3expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower.

Sale of Stock and Assets. No Credit Party shall, nor shall conveyit permit any of its Subsidiaries to, sell, leasetransfer, assignconvey, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its accounts receivable, other than: (a) the sale of Inventory by Borrower and its Subsidiaries in the ordinary course of business; (b) the sale or other disposition by Borrower and its Subsidiaries of surplus assets in the ordinary course of business; (c) the sale or other disposition by Borrower and its Subsidiaries of assets (other than Collateral) that are obsolete or no longer used or useful in such Person's business, in such Person's reasonable judgment; (d) transfers or other dispositions of assets (i) by and among Kmart HQ and the Subsidiary Credit Parties (other than any Restricted Entity), (ii) by and among Subsidiaries of Kmart HQ that are not Credit Parties, (iii) by and among Restricted Entities, and (iv) by any Subsidiary Credit Party to any Restricted Entity of (A) assets (other than Collateral) so long as such Subsidiary Credit Party retains its rights to use such assets to the extent necessary to allow Administrative Agent and Lenders to exercise the rights and remedies set forth in Section 8 of the Security Agreement and (B) Inventory to the extent such transfer is either permitted under Section 6.2(g) (with the cost of such Inventory (or the portion thereof not received in cash) to be counted in such basket thereunder) or the consideration paid in respect thereof is no less than one hundred percent (100%) of the cost of such Inventory in cash; provided that, in the case of this clause (iv), Administrative Agent shall have the right, notwithstanding anything to the contrary contained in this Agreement, at its option (and at Borrower's expense), at any time prior to such transfer or thereafter, to (x) have an appraisal conducted of the Inventory remaining at the Stores after giving effect to such transfer and (y) subject to the consent of Lenders under Section 11.2, if necessary, make such adjustments to the Borrowing Base (including, without limitation, receivables the imposition or modification of Reserves in accordance with Annex K) as Administrative Agent, in its reasonable credit judgment, deems necessary as a result of such transfer in each case, in the ordinary course of business; (e) sales by Kmart HQ and leasehold interests)its Subsidiaries of Real Estate and Equipment in conjunction with permitted sale/leaseback transactions permitted under Section 6.12; (f) sales by Borrower and its Subsidiaries of Stores and DCs identified on Disclosure Schedule (6.8) and the related Inventory and other assets located in such Stores or DCs; (g) other dispositions by Borrower and its Subsidiaries of assets with an aggregate book value not exceeding $450,000,000, whether now owned and to the extent that such disposition is a disposition of Collateral, such Person shall receive an amount not less than fair value as determined by Borrower in good faith in respect thereof, and, after giving effect to such disposition and the use of proceeds in respect thereof, there is no Default or hereafter acquired, orEvent of Default in existence; provided that, in the case of any Subsidiarydispositions of Stores in excess of twenty-five (25) Stores individually or fifty (50) Stores in the aggregate effected pursuant to this clause (g), issue Borrower shall deliver to Administrative Agent at least twenty (20) days prior to the commencement or sell any shares closing date thereof, as applicable, a revised business plan demonstrating that Borrower, on a pro forma basis, at such time as the Inventory subject to such disposition is no longer eligible for inclusion in the Borrowing Base, is and will be in compliance with each of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:the covenants set forth on Annex G through the end of the term of this Agreement; (ih) The salethe sale or discounting by Borrower and its Subsidiaries, lease or other disposition of Inventory, Equipment in each case without recourse and leases in the ordinary course of business (consistent with past practicebusiness, in the case of sales of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable more than ninety (90) days overdue and arising in the ordinary course of business business, but only in connection with the compromise or collection thereofthereof consistent with customary industry practice (and not as part of any bulk sale or financing of accounts receivable); (viii) from and after the date upon which the exception provided by clause (g) above is no longer available to Borrower and its Subsidiaries, other dispositions by Borrower and its Subsidiaries of assets in conjunction with the sale of Stores (including the related Inventory and other assets located in such Stores) as permitted by either of Sections 6.1 and 6.12; a going concern (viiieach, a "Going Concern Sale") the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3.Store Closure Sales so long as:

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assignlicense, transfer transfer, convey, assign or otherwise dispose of, in a single transaction or a series of related transactions, any of its Properties or other assets, including the Stock of any of its propertySubsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (each, business or assets (including, without limitation, receivables and leasehold interestsan “Asset Sale”), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete, surplus or no longer used or useful in such Credit Party’s business and having a book value not exceeding $500,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (ixc) the sale of other Equipment and Fixtures having a book value not exceeding $500,000 in any single transaction or issuance $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (d) the sale of any Subsidiary's capital Stock to Investments permitted by Section 6.2(c) in the ordinary course of business; (e) the sale of Investments acquired in settlements or bankruptcies of customers and suppliers; (f) Sale/Leaseback Transactions permitted by and entered into in accordance with Section 6.12; (g) dispositions of customer accounts by a Credit Party in connection with compromise or collections in the ordinary course of business; (h) leases and subleases permitted under Section 6.7(d); (i) transfers of assets by Borrower or any wholly-owned SubsidiarySubsidiary thereof to Borrower or any Subsidiary Guarantor; (j) Restricted Payments permitted by Section 6.14; (k) Condemnations and casualties; and (xl) dispositions the sale of property to Borrower Investments of a Person existing at the time such Person became a Subsidiary of a Credit Party in connection with a Permitted Acquisition or to any wholly-owned Subsidiary. To at the extent Requisite Lenders (ortime such Person merged or consolidated with or into a Credit Party in connection with a Permitted Acquisition, if required provided that such Investments were not made in contemplation of such Permitted Acquisition; provided that each Asset Sale pursuant to Section 11.2, all of the Lenders) waive the provisions foregoing clauses of this Section 6.8 with (other than clauses (j) and (k)) shall be for fair market value and (other than Section 6.8(i)) for proceeds consisting of at least 75% cash. With respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as Asset Sale permitted by this Section 6.86.8 (other than Sections 6.8(h), (j) and (k)), subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower’s expense, appropriate documentation to acknowledge the foregoing. Nothing set forth release of Lien in this Section 6.8 shall be construed to modify in any respect thereof as reasonably requested by Borrower's prepayment obligations set forth in Section 1.3.

Sale of Stock and Assets. No Credit Party shall Sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the capital Stock (excluding directors’ qualifying shares) of any of its Restricted Subsidiaries (whether in a public or assets a private offering or otherwise) or any of their Accounts, except for: (includinga) sales, without limitationtransfers, receivables conveyances, assignments and leasehold interests)dispositions of Inventory and the disposition of Cash Equivalents for cash or other Cash Equivalents, whether now owned or hereafter acquired, orin each case, in the case ordinary course of business; (b) sales, transfers, conveyances, assignments and dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower, is no longer useful in its business (or in the business of any Subsidiaryof its Subsidiaries); (c) sales, issue or sell any shares of such Subsidiary's capital Stock transfers, conveyances, assignments and dispositions to any Person a Loan Party (other than Borrower Holdings) or any wholly-owned Subsidiary, except: ; provided that (i) The a sale, lease transfer, conveyance, assignment or other disposition by a Loan Party to a Subsidiary that is not a Loan Party for less than fair market value as determined in good faith by the Borrower shall only be permitted to be made under this clause (c) to the extent the Loan Parties would have been able to make an Investment under Section 7.2 in an amount equal to the fair market value as determined in good faith by the Borrower (net of Inventorythe consideration actually paid to the Loan Parties) of the property or assets subject to such sale, Equipment transfer, conveyance, assignment or disposition and (ii) any noncash consideration received in exchange for any such sale, transfer, conveyance, assignment or disposition shall in each case constitute an Investment in such Person subject to Section 7.2; (d) unlimited sales, transfers, conveyances, assignments and dispositions for fair market value as determined in good faith by the Borrower so long as (i) no Event of Default then exists and is continuing or would immediately result therefrom and (ii) at least 75% of the consideration in excess of the greater of (x) $15,000,000 and (y) 10% of TTM Consolidated EBITDA at the time of the applicable sale, transfer, conveyance, assignment or disposition consists of cash; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (e) sales, transfers, conveyances, assignments or dispositions solely to effectuate a liquidation, amalgamation, merger or consolidation permitted pursuant to Section 7.1;provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (f) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business (consistent with past practice, not impairing in any material respect the case conduct of sales the business of leases), other than obsolete the Loan Parties or worn out propertyany of their Restricted Subsidiaries; (iig) the sale sales or other disposition of obsolete or worn out property discounting, on a non-recourse basis and in the ordinary course of business for proceeds consisting solely business, of Accounts in connection with the collections and compromise thereof not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notesotherwise prohibited hereunder; (iiih) to the extent constituting a sale, transfer, conveyance, assignment or disposition, transactions permitted by Section 7.1, Investments permitted by Section 7.2, Liens permitted by Section 7.7, sale-lease back transactions permitted by Section 7.12, Junior Debt Payments permitted by Section 7.13 and Restricted Payments permitted by Section 7.14, in each case, made in accordance with the terms and conditions applicable thereto; (i) the granting of any Permitted Liens; (j) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party or any Restricted Subsidiary; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (k) sales, transfers, conveyances or dispositions to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds thereof are promptly applied to the purchase price of similar replacement property; (l) sales, transfers, conveyances, assignments or dispositions of non-core assets acquired in connection with a Permitted Acquisition or other Investment permitted hereunder; provided that (1) such non-core assets do not exceed $10,000,000 and (2) the Net Cash Proceeds thereof are applied in accordance with Section 2.3(b)(ii) if and to the extent required thereby; (m) other sales or dispositions in an aggregate amount per sale or disposition (or series of assets related sales or dispositions) not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notesto exceed $15,000,000; provided, provided that the aggregate book value of all assets so sold Net Cash Proceeds thereof are applied in any Fiscal Year shall not exceed $5,000,000accordance with Section 2.3(b)(ii) if and to the extent required thereby; (ivn) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3)[reserved]; (vo) the investments, acquisitions and transfers unwinding or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance termination of any Subsidiary's capital Stock to the Borrower or any wholly-owned SubsidiaryHedge Agreement permitted hereunder; and (xp) sales, transfers, conveyances, assignments or dispositions of property Investments in Joint Ventures and non-wholly owned Subsidiaries to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (orrequired by, if required or made pursuant to, buy/sell arrangements or put/call arrangements under any applicable joint venture arrangement, operating agreement, shareholders agreement or similar binding arrangement; provided that, notwithstanding anything to Section 11.2, all of the Lenders) waive the provisions of contrary in this Section 6.8 with respect to the sale 7.8, no Loan Party or Restricted Subsidiary shall make any sale, transfer, conveyance, assignment or other disposition to any Unrestricted Subsidiary of Material Intellectual Property or Equity Interests of any CollateralPerson that owns, or owns the exclusive rights to utilize, any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Material Intellectual Property.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiary, issue or sell any shares of such SubsidiaryPerson's capital Stock to any Person Subsidiaries, other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent b) transfers of assets constituting investments permitted pursuant to Section 6.2(v), (c) the sale, transfer, lease or conveyance of equipment or other fixed assets for fair value (other than a sale of substantially all of the assets of a Subsidiary described in clause (e) below which shall be governed by such clause (e)), provided that the proceeds of such sale, transfer, lease or conveyance are used to replace the assets disposed of with past practicesubstantially similar assets within 270 days of such sale, transfer, lease or conveyance; (d) dispositions resulting from casualty losses, provided that the proceeds thereof are used to purchase assets substantially similar to the assets disposed of within 270 days of such disposition; (e) the sale of the Stock or assets of a Restricted Subsidiary for fair value provided that: (i) in the case of sales a sale of leases)the Stock or assets of any Restricted Subsidiary such sale constitutes a sale of 100% of the Stock or substantially all of the assets of such Person, other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall (the "Test Year") the EBITDA during the prior Fiscal Year that was attributable to all of the Restricted Subsidiaries whose stock or assets were sold during the Test Year, did not exceed $5,000,000; (iv) 5% of the lease by EBITDA of the Borrower and its Restricted Subsidiaries during such prior Fiscal Year, (as lesseeiii) prior to any such sale, the Borrower must deliver to the Agent a certificate demonstrating its compliance with the financial covenants for the four fiscal quarters most recently ended on a pro forma basis which excludes any EBITDA attributable to the Subsidiary whose Stock or assets are being sold and license any Indebtedness of real the Borrower and/or such Restricted Subsidiary that is being retired or personal property reduced in such transaction (to the ordinary course of business extent reduced or retired); and (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); f) (vi) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and such Restricted Subsidiary of equipment, fixtures or real estate that are obsolete or no longer used or useful in such Person's business, and (xii) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (orsales, if required pursuant to Section 11.2transfers, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale conveyances or other disposition of any Collateraldispositions that, or any Collateral is sold or otherwise disposed of as but for the failure to redeploy the proceeds in the time required would be permitted by this Section 6.8under clauses (c) and (d) above, such Collateral which in the aggregate (unless sold to another Credit Party(i) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify (ii)) do not have a value that exceeds $3,000,000 in any respect Borrower's prepayment obligations set forth in Section 1.3Fiscal Year.

Sale of Stock and Assets. No Except as otherwise permitted in this Section 6, no Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) (includingother than to another Credit Party) or any of its Accounts, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, other than, (a) the sale of Inventory in the case ordinary course of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:business; (ib) The the sale, lease transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a sales price not exceeding $1,000,000 in any single transaction or $3,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $500,000 in any single transaction or $1,500,000 in the aggregate in any Fiscal Year; (d) those certain transactions described in Disclosure Schedule (6.8(d)); (e) sales or other dispositions by any Borrower of assets in connection with the closing and sale of a retail store location of such Borrower in the ordinary course of such Borrower’s business which consist of the sale of Real Estate owned or leased by Borrower listed on Disclosure Schedules (3.6(a)) hereto (including the subleasing of the leasehold interest of such Borrower in such premises other than as identified in clause (f) below, but subject to the requirements of such clause (f)), the bulk sale of Inventory, Equipment and Fixtures located at such premises to the purchaser of the Real Estate and the books and records relating exclusively and directly to the operations of such store; provided, that, as to each and all such sales and closings, (i) on the date of, and after giving effect to, any such closing and sale, the number of retail store locations that had been operated by Borrowers closed or sold by Borrowers shall not be greater than (x) three (3) retail store locations during the period commencing on the date hereof and ending on the end of the current fiscal year, and (y) thereafter, in any twelve (12) month period, five percent (5%) of the total number of retail stores operated by Borrowers as of the end of the immediately preceding fiscal year, (ii) Agent shall have received not less than ten (10) Business Days prior written notice of such sale or closing, which notice shall set forth in reasonable detail reasonably satisfactory to Agent, the parties to such sale or other disposition, the assets to be sold or otherwise disposed of, the purchase price and the manner of payment thereof and such other information with respect thereto as Agent may request, (iii) as of the date of such sale or other disposition and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing, (iv) such sale shall be on commercially reasonable terms in a bona fide arm’s length transaction with a Person that is not an Affiliate, (v) as of the date of any such sale or other disposition and after giving effect thereto, the Excess Availability (including the reduction in the Borrowing Base as a result of the assets subject to such sale no longer being included in the Borrowing Base) shall have been not less than $45,000,000 for each of the immediately preceding ten (10) days and as of the date of any such sale or other disposition after giving Pro Forma effect thereto, (vi) any and all Net Proceeds payable or delivered to such Borrower in respect of such sale or other disposition shall be paid or delivered, or caused to be paid or delivered, to Agent for application to the Obligations in accordance with Section 1.3(c) hereof, subject to the SREF Intercreditor Agreement, (vii) upon any such sale, Agent shall establish a Reserve for the difference between the Eligible Real Estate Loan Value Amount and the amount set forth on Disclosure Schedule (6.8(e)) (the “Net Proceeds Reserve”) of such Real Estate; provided, that, the amount of any such Reserve shall not exceed the then outstanding principal amount of the Supplemental Real Estate Facility, (viii) upon any such sale, the aggregate amount of the Net Proceeds of such sale paid in cash or other immediately available funds at the time of the transfer of ownership or control of the Real Estate (or any material portion thereof) shall not be less than the amount for such Real Estate set forth on Disclosure Schedule (6.8(e)) hereto, unless otherwise agreed upon by Agent in its sole discretion, but subject to the SREF Intercreditor Agreement, if such Net Proceeds exceed ninety percent (90%) of the appraised fair market value of such Real Estate (as determined by Agent by reference to the appraisal most recently delivered hereunder), (ix) Agent shall have received true, correct and complete copies of all agreements, documents and Instruments related to the sale, (x) all consideration delivered or payable to any Credit Party in respect of such sale, including all amounts at any time payable to any Credit Party, and all rights, benefits and remedies of any Credit Party pursuant to any agreement, document or Instrument related to the sale of such Real Estate, shall continue at all times to be subject to the valid and enforceable, first priority perfected security interest and Lien of Agent but subject to the SREF Intercreditor Agreement, and the Credit Parties shall take such other and further actions as may be reasonably required hereunder with respect to any such consideration, and (xi) such sale is permitted under the Supplemental Real Estate Facility Documents and is otherwise permitted under any other agreement to which any Credit Party is a party or by which it or its assets are bound and Credit Parties shall have obtained all consents and approvals to such sale as may be reasonably required and all releases of other mortgages and Liens with respect to the Real Estate to be sold, including the release of the mortgages and Liens of Supplemental Real Estate Facility Agent; (i) the leases and subleases of any Credit Party in effect on the date hereof of Real Estate leased or subleased by such Credit Party as listed on Disclosure Schedule (6.8(f)) hereto; (ii) leases or subleases entered into after the date hereof by any Credit Party, as lessor or sublessor, respectively, with a third party (other than wholesale customers) with respect to any nonmaterial portion of any Real Estate leased or owned by such Credit Party; provided that any such lease or sublease shall (A) be entered into in the ordinary course of the business (of such Credit Party consistent with past practicepractices, (B) not violate any applicable lease then demising the applicable Real Estate, (C) be at arm’s length and on commercially reasonable terms and conditions, and (D) as of the date of entering into any such lease or sublease and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; and (iii) leases or subleases entered into after the date hereof by any Credit Party as lessor or sublessor with respect to Real Estate leased or owned by such Credit Party, or acquired after the date hereof, to a wholesale customer of a Borrower (other than in connection with the case closing and sale of sales a then existing retail store location of leasesa Credit Party which shall be subject to Section 6.8(e) above); provided, that with respect to this clause (iii), other than obsolete or worn out property; (iiA) the sale or other disposition of obsolete or worn out property any such lease shall (1) be entered into in the ordinary course of the business for proceeds consisting solely of such Credit Party consistent with past practices, and (2) not less demise more than (A) 75% cash and a nonmaterial portion of the applicable Eligible Real Estate, (B) Indebtedness evidenced by promissory notes; any such sublease (iii1) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; violate any applicable lease then demising the applicable Real Estate, (iv2) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property be entered into in the ordinary course of the business of such Credit Party consistent with past practices and (so long as 3) shall be on commercially reasonable terms and conditions, (C) for any Real Estate acquired after the Closing Date, the aggregate amount of the payments by Credit Parties, including rent and other amounts, to purchase or otherwise acquire any of such Real Estate that is to be leased or subleased to a wholesale customer shall not exceed $1,000,000 in any fiscal year and after giving effect to any payments for the purchase or other acquisition of any such Real Estate, the Excess Availability shall be not less than $45,000,000, (D) to the extent applicable, the Credit Party acquiring such Real Estate shall have complied with the terms of Section 5.9 hereof with respect to such Real Estate and the terms of such lease is not a Capital Lease not shall in all respects be subordinate to the Mortgage applicable to such Real Estate and otherwise permitted by Section 6.3)subject to the terms with respect thereto set forth in the Mortgage applicable to such Real Estate, and (E) as of the date of entering into any such lease or sublease and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; (vg) the investments, acquisitions and transfers with respect to any disposition of assets or dispositions of other properties permitted pursuant to this Section 6.2;6.8 and subject to Section 1.3(b) and the SREF Intercreditor Agreement, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements, satisfaction of mortgages and other releases as reasonably requested by Borrowers; and (vih) subject to Section 5.16, the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate the Fayetteville property to COR in the event of an adverse ruling, order or decree in the Fayetteville Litigation entered by a court of competent jurisdiction which becomes final and no longer subject to appeal, rehearing or re-argument and requiring the divestiture of the applicable Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 ’s fee simple title with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold Fayetteville Property to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3COR.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or the sale of Inventory (other disposition of than Excluded Inventory, Equipment and leases ) in the ordinary course of business business, (consistent with past practiceb) the sale of the Crude Gathering System so long as (i) Borrowers receive consideration at the time of such sale equal to at least $7,500,000, (ii) the net proceeds from such sale (after payment of any sale taxes and expenses) are applied to prepay the Loans, in the case of sales of leases), other accordance with Section 2.3 and (iii) no less than obsolete or worn out property; 65% thereof shall be paid in cash; (iic) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than any other Equipment and Fixtures (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notesexcluding Excluded Inventory; provided, that spare parts which are obsolete and not required for the operations of any Credit Party shall not be so excluded) not necessary or appropriate to the operations of any Credit Parties having a book value not exceeding $5,000,000 in the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) after the lease by Borrower and its Subsidiaries (Closing Date, as lessee) and license of real or personal property in the ordinary course of business (so long as at least one Business Day prior to such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in other disposition, the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by Agents receive a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the written notice that such sale or other disposition is to occur (which notice shall set forth the amount of any Collateralthe net proceeds of such sale or other disposition) and (d) a Major Asset Disposal; provided that, in the case of clause (d), (A) immediately prior to, and after giving effect thereto, no Default or any Collateral is sold Event of Default shall have occurred and be continuing or otherwise disposed of as permitted by this Section 6.8, such Collateral would result therefrom; (unless sold to another Credit PartyB) the Borrowers and their Subsidiaries shall be sold or otherwise disposed of free and clear of in compliance with the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations financial covenants set forth in Section 1.37.10 on a pro forma basis after giving effect to such disposal and use of proceeds thereof as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 7.10) and shall provide documentation in form reasonably satisfactory to the Agents evidencing such compliance; (C) the Borrowers shall have delivered to Agents at least five (5) Business Days prior to such disposal substantially final drafts of the definitive documentation in respect of such disposal; and (D) all Revolving Loans funded and Letters of Credit issued in respect of any Borrower which is the subject of a Major Asset Disposal (a "Disposed Borrower") shall be repaid in full and/or cash collateralized or terminated, as applicable, concurrent with such Major Asset Disposal and Revolving Lenders shall no longer have any commitment to fund Revolving Credit Advances or cause to be issued any Letters of Credit in respect of such Disposed Borrower immediately upon giving effect to such Major Asset Disposal.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiary, issue or sell any shares of such SubsidiaryPerson's capital Stock to any Person Subsidiaries, other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent b) transfers of assets constituting investments permitted pursuant to Section 6.2(a)(v), (c) the sale, transfer, lease or conveyance of equipment or other fixed assets for fair value (other than a sale of substantially all of the assets of a Subsidiary described in clause (e) below which shall be governed by such clause (e)), provided that the proceeds of such sale, transfer, lease or conveyance are used to replace the assets disposed of with past practicesubstantially similar assets within 180 days of such sale, transfer, lease or conveyance; (d) dispositions resulting from casualty losses, provided that the proceeds thereof are used to purchase assets substantially similar to the assets disposed of within 180 days of such disposition; (e) the sale of the Stock or assets of a Subsidiary or Permitted Joint Venture for fair value provided that: (i) in the case of sales a sale of leases)the Stock or assets of any Restricted Subsidiary or Permitted Joint Venture Holding Company such sale constitutes a sale of 100% of the Stock or substantially all of the assets of such Person, other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall (the "Test Year") the EBITDA during the prior Fiscal Year that was attributable to all of the Restricted Subsidiaries whose stock or assets were sold during the Test Year, did not exceed $5,000,000; (iv) 5% of the lease by EBITDA of the Borrower and its Restricted Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as during such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3.prior Fiscal Year,

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (any such disposition being an "Asset Sale"), other than (without duplication): (a) sales and other dispositions of assets (including, without limitation, receivables and leasehold interests), whether now owned excluding those assets subject to clause (c) or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The salebelow), lease and swaps, exchanges, interchange or other disposition pooling of Inventoryassets (subject to the limitations set forth in the Collateral Documents), Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrower and the Guarantors; (c) the sale or other disposition of obsolete any Collateral consisting of (i) up to fifteen (15) 767-200 aircraft or worn out property (ii) other Collateral included in the Term A Borrowing Base having a book value not exceeding $50,000,000 in the aggregate in any Fiscal Year; provided, that, in each case, any disposition of any such Collateral included in the Term A Borrowing Base (other than DFW Assets) may only be sold for value in excess of the Allocated Amount for such Collateral; (d) Excluded Sales; (e) all sales of assets of DLMS securing its obligations under the Skymiles Facility; (f) dispositions of Section 1110 Assets, consisting of the return thereof to the party that had provided financing therefor; provided, that such dispositions, in the aggregate, shall not materially and adversely affect the operations of the Delta Companies, taken as a whole; (g) sales or dispositions of assets among (i) Borrower and the Guarantors or (ii) Subsidiaries that are not Guarantors; (h) sales or dispositions of other assets in arm's length transactions at fair market value in an aggregate amount not to exceed $50,000,000 in the aggregate in any Fiscal Year; (i) abandonment of Intellectual Property constituting Collateral; provided, that such abandonment is (A) in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash consistent with past practices and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions with respect to Intellectual Property that is not material to the business of assets not described in Borrower and the preceding clauses (i) Guarantors and (ii) for proceeds consisting solely licensing or sublicensing of Intellectual Property constituting Collateral in the ordinary course of business consistent with past practices; (j) dispositions of assets located outside of the United States in an aggregate amount not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not to exceed $5,000,000; (ivk) the lease by sale or discount of Accounts to a collection agency in connection with collections of delinquent receivables; (l) (i) abandonment of Slots, Gates, Routes or Supporting Route Facilities; provided, that such abandonment is (A) in connection with the downsizing of any hub or other facility located in Cincinnati as reflected in the Projections, (B) in connection with the downsizing of any other hub or facility as reflected in the Projections, which does not materially and adversely affect the business of Borrower and its Subsidiaries the Guarantors, taken as a whole, or (as lesseeC) and license of real or personal property in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of Borrower and the Guarantors, taken as a whole, (so long as such lease is not a Capital Lease not otherwise ii) transfer or other disposition of Slots to the extent permitted by Section 6.3); 7(b) of the SGR Security Agreement in an aggregate amount not to exceed $25,000,000, (viii) exchange of Slots to the investments, acquisitions extent permitted by Section 7(c) of the SGR Security Agreement and transfers (iv) assignments of leases or dispositions granting of properties leases of (x) Aircraft or Engines to the extent permitted pursuant to Section 6.2; the Aircraft Mortgage and (viy) the sale other aircraft or discount without recourse of accounts receivable arising engines (that do not constitute Collateral) in the ordinary course of business in connection with the compromise or collection thereofbusiness; (viim) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral737-800 aircraft substantially concurrently with the consummation of the purchase of such aircraft to the extent such purchase occurs pursuant to a purchase agreement to which a Delta Company is a party as of the Closing Date; (n) sale-leaseback, synthetic lease or similar transactions to the extent permitted under Section 6.3(a)(i) and Section 6.10 and sale-leasebacks of Section 1110 Assets and Non-1110 Aviation Assets; (o) to the extent not prohibited by Section 6.18 or any of the Collateral Documents, the disposition of leasehold or similar interests in non-Owned Real Estate, including through assignment, sublease or lease termination or rejection, in whole or in part, or the return, surrender, exchange or abandonment of any Collateral is sold or otherwise disposed property subject thereto; (p) any sale of Margin Stock for fair value as permitted determined in good faith by this Section 6.8, such Collateral Borrower; and (unless sold q) any Property Loss Event (without giving effect to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing thresholds set forth in this Section 6.8 the definition thereof); (r) rejection of executory contracts in accordance with an order of the Bankruptcy Court to the extent such rejections do not, individually or in the aggregate, materially and adversely affect the business of Borrower and the Guarantors, taken as a whole; and (s) sale of Excluded Properties; provided, that, if such Excluded Properties are included in the Term A Borrowing Base, the sale price shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3excess of the Allocated Amount for such Excluded Properties.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent with past practice, b) the sale or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the case of sales of leases)Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, other than obsolete or worn out property; (iic) the sale or other disposition of obsolete or worn out property other assets having a book value not exceeding US$25,000 in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; Year, and (ivd) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collaterala Vessel, or any Collateral is provided that (i) no more than one Vessel may be sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) in any Fiscal Year and no more than three Vessels shall be sold or otherwise disposed of free and clear during the term of this Agreement, (ii) the net proceeds of such sale shall not be less than the greater of: (x) 75% of the Liens created fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the Security Agreementappraisal delivered on or prior to the Restatement Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale and (iii) following such sale or disposition and after the net proceeds have been applied in accordance with Section 1.3(c) hereof to prepay the US Term Loan, the Cdn. Term Loan or the Engine Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans and Engine Term Loans shall not exceed 80% of the Agent orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the aggregate principal amount of all outstanding US Term Loans shall not exceed 80% of the orderly liquidation value of the remaining US Owned Vessels. Without the consent of the Lenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be authorized to take any actions deemed appropriate in order to effect permitted during the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3existence of a Default or an Event of Default.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiary, issue of its Subsidiaries (whether in a public or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower a private offering or otherwise) or any wholly-owned Subsidiary, except: (i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases)its Accounts, other than obsolete or worn out property; (iia) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party; ’s business; (ixb) other Equipment and Fixtures having a value not exceeding the US Dollar Equivalent of $25,000 in any single transaction or the US Dollar Equivalent of $100,000 in the aggregate in any Fiscal Year, with the exception of Equipment and Fixtures that are sold and replaced within 180 days with Equipment or Fixtures of a similar value, quality and utility; (c) sales of Inventory in the ordinary course of business; (d) the licensing of rights to franchisees in the ordinary course of business consistent with practices as in effect on the Closing Date; (e) the issuance or sale of Stock of Parent upon exercise of warrants and options pursuant to employee and director incentive, stock option and employee purchase plans; (f) the liquidation of investments permitted under Section 6.2(d); (g) the issuance or transfer of Stock of the Parent to Xxxx Xxxxxx as partial consideration for services provided in brokering the acquisition of certain of the Subordinated Indebtedness; (h) the sale of the Mortgaged Property if the Term Loan is repaid in full from the proceeds of such sale and no Default or issuance Event of Default has occurred and is continuing; and (i) any Subsidiary's capital Stock to the Borrower merger or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower liquidation permitted or required by Section 5.1. With respect to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required disposition of assets or other properties permitted pursuant to clause (a), (b) or (h) above, subject to Section 11.21.3(b), all of the Lenders) waive the provisions of this Section 6.8 with respect each Agent agrees on reasonable prior written notice to the sale release its Lien on such assets or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case capital Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of their Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business; (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (iib) the sale sale, lease, transfer, or other disposition of obsolete or worn out property assets in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not transaction otherwise expressly permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to Agreement; (c) the sale sale, lease, transfer or other disposition of any Collateralassets from one Borrower to another Borrower; (d) the sale, lease, transfer, or other disposition of fixed or capital assets that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $500,000 in the aggregate in any Collateral Fiscal Year, so long as the Net Cash Proceeds therefrom are applied in accordance with Section 1.2.3; (e) the sale, lease, transfer, or other disposition of any asset (other than the stock of any Credit Party) that is sold replaced, or the replacement of which has been commenced and completed, in accordance with the terms of Section 1.18; (f) the sale, lease , transfer, or other disposition of assets not otherwise disposed of as permitted by under this Section 6.8, in an aggregate amount not to exceed $1,000,000, so long as the Net Cash Proceeds therefrom are applied in accordance with Section 1.2.3; (g) the sale, lease, transfer or other disposition of assets as set forth on Disclosure Schedule 6.8 provided that the Net Cash Proceeds of such Collateral (unless sold to another Credit Party) shall be sold sale, lease, transfer or otherwise disposed of free and clear of the Liens created by the Security Agreementother disposition are applied as described in Disclosure Schedule 6.8, and (h) the sublease, after the date hereof, of property leased by Certified Fabricators and located at 6351 and 6291 Burnham Avenue, Buena Park, California and the sublease of propxxxx xxxxxx xx Galaxy and located at 7777 Drive, Canton, Michigan. With respect to any disposition of assxxx xx xxxxx xxxxxxxxxx xxxxitted pursuant to this Section 6.8, Agent shall be authorized agrees on reasonable prior written notice to take any actions deemed appropriate release its Lien on such assets or other properties upon receipt of proceeds as otherwise agreed herein, in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Borrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assignlicense, transfer transfer, convey, assign or otherwise dispose of, in a single transaction or a series of related transactions, any of its Properties or other assets, including the Stock of any of its propertySubsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (each, business or assets (including, without limitation, receivables and leasehold interestsan “Asset Sale”), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete, surplus or no longer used or useful in such Credit Party’s business and having a book value not exceeding $500,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (ixc) the sale of other Equipment and Fixtures having a book value not exceeding $500,000 in any single transaction or issuance $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (d) the sale of any Subsidiary's capital Stock to Investments permitted by Section 6.2(c) in the ordinary course of business; (e) the sale of Investments acquired in settlements or bankruptcies of customers and suppliers; (f) Sale/Leaseback Transactions permitted by and entered into in accordance with Section 6.12; (g) dispositions of customer accounts by a Credit Party in connection with compromise or collections in the ordinary course of business; (h) leases and subleases permitted under Section 6.7(d); (i) transfers of assets by Borrower or any wholly-owned SubsidiarySubsidiary thereof to Borrower or any Subsidiary Guarantor; (j) Restricted Payments permitted by Section 6.14; (k) Condemnations and casualties; and (xl) dispositions the sale of property to Borrower Investments of a Person existing at the time such Person became a Subsidiary of a Credit Party in connection with a Permitted Acquisition or to any wholly-owned Subsidiary. To at the extent Requisite Lenders (ortime such Person merged or consolidated with or into a Credit Party in connection with a Permitted Acquisition, if required provided that such Investments were not made in contemplation of such Permitted Acquisition; provided that each Asset Sale pursuant to Section 11.2, all of the Lenders) waive the provisions foregoing clauses of this Section 6.8 with (other than clauses (h), (j) and (k)) shall be for fair market value and for proceeds consisting of at least 75% cash. With respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as Asset Sale permitted by this Section 6.86.8 (other than Sections 6.8(h), (j) and (k)), subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower’s expense, appropriate documentation to acknowledge the foregoing. Nothing set forth release of Lien in this Section 6.8 shall be construed to modify in any respect thereof as reasonably requested by Borrower's prepayment obligations set forth in Section 1.3.

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assignlicense, transfer transfer, convey, assign or otherwise dispose of, in a single transaction or a series of related transactions, any of its Properties or other assets, including the Stock of any of its propertySubsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (each, business or assets (including, without limitation, receivables and leasehold interestsan “Asset Sale”), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete, surplus or no longer used or useful in such Credit Party’s business and having a book value not exceeding $500,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (ixc) the sale of other Equipment and Fixtures having a book value not exceeding $500,000 in any single transaction or issuance $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (d) the sale of any Subsidiary's capital Stock to Investments permitted by Section 6.2(c) in the ordinary course of business; (e) the sale of Investments acquired in settlements or bankruptcies of customers and suppliers; (f) Sale/Leaseback Transactions permitted by and entered into in accordance with Section 6.12; (g) dispositions of customer accounts by a Credit Party in connection with compromise or collections in the ordinary course of business; (h) leases and subleases permitted under Section 6.7(d); (i) transfers of assets by Borrower or any wholly-owned SubsidiarySubsidiary thereof to Borrower or any Subsidiary Guarantor; (j) Restricted Payments permitted by Section 6.14; (k) Condemnations and casualties; and (xl) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required [Intentionally Omitted]; provided that each Asset Sale pursuant to Section 11.2, all of the Lenders) waive the provisions foregoing clauses of this Section 6.8 with (other than clauses (j) and (k)) shall be for Fair Market Value and (other than Section 6.8(i)) for proceeds consisting of at least 75% cash or, solely in the case of Section 6.8(m), 100% cash. With respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as Asset Sale permitted by this Section 6.86.8 (other than Sections 6.8(h), (j) and (k)), subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower’s expense, appropriate documentation to acknowledge the foregoing. Nothing set forth release of Lien in this Section 6.8 shall be construed to modify in any respect thereof as reasonably requested by Borrower's prepayment obligations set forth in Section 1.3.

Sale of Stock and Assets. No Credit Loan Party shall, and no Loan Party shall conveypermit any of its Subsidiaries to, sell, leasetransfer, assignconvey, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the capital Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) or any of their Accounts (includingbut excluding, without limitationfor the avoidance of doubt, receivables and leasehold interestscapital Stock of Holdings), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit PartyLoan Party or any of its Subsidiaries of Equipment that is obsolete or no longer used or useful in such Person’s business and having a value not exceeding $50,000 in any single transaction or $100,000 in the aggregate for the Loan Parties and their Subsidiaries in any Fiscal Year; (ixc) other Equipment having a value not exceeding $100,000 in any single transaction or $250,000 in the aggregate for the Loan Parties and their Subsidiaries in any Fiscal Year; (d) the sale sale, transfer, conveyance, assignment or issuance disposition by Borrower or a Subsidiary of Borrower to Borrower or another Subsidiary (other than a Foreign Subsidiary) of Borrower, provided, that, if the seller, transferor, conveyor, assignor or disposer is a Loan Party, the buyer, transferee, conveyee, assignee or disposee shall be a Loan Party and provided further that Borrower may not sell, convey, assign or dispose of any Subsidiary's material portion of its assets pursuant to this paragraph (d); (e) other sales, transfers, conveyances, assignments or dispositions of assets (excluding capital Stock Stock) having a fair market value not in excess of $250,000 during any Fiscal Year; (f) sales, transfers, conveyances, assignments or dispositions solely to the Borrower effectuate a merger or any wholly-owned Subsidiaryconsolidation permitted pursuant to Section 7.1; and (xg) dispositions the licensing, on a non-exclusive basis, of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (orpatents, if required pursuant to Section 11.2trademarks, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreementcopyrights, and other intellectual property rights in the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3ordinary course of business.

Sale of Stock and Assets. No Credit Party Borrower shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) or any of its Accounts (including, without limitation, receivables and leasehold interestsany such disposition being an “Asset Sale”), whether now owned or hereafter acquired, or, other than the following (without duplication): (a) sales and other dispositions of assets in the case ordinary course of any Subsidiarybusiness, issue swaps, exchanges, interchange or sell any shares pooling of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiaryassets, except: (i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business ; (consistent with past practiceb) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrowers; (c) sales or dispositions of Permitted Investments for cash or in exchange for Permitted Investments (including, for the avoidance of doubt, the sale of auction rate securities); (d) dispositions of Section 1110 Assets (consisting of the return thereof to the party that had provided financing therefor); provided, that such dispositions, in the case of sales of leases)aggregate, other than obsolete or worn out propertycould not reasonably be expected to result in a Material Adverse Effect; (iie) sales or dispositions of Inventory in the sale ordinary course of business; (f) sales or dispositions of other disposition assets in arm’s length transactions at fair market value in an aggregate amount not to exceed $2,500,000 in the aggregate in any Fiscal Year; (g) (i) sale, disposition, exchange or abandonment of obsolete or worn out property Intellectual Property; provided, that such abandonment is (A) in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash consistent with past practices and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions with respect to Intellectual Property that is not material to the business of assets not described in the preceding clauses (i) Borrowers and (ii) for proceeds consisting solely licensing or sublicensing of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property Intellectual Property in the ordinary course of business consistent with past practices; (h) sale, disposition, exchange, lease or abandonment of Slots (other than the sale, disposition, lease or abandonment (but not exchange) of Slots at New York LaGuardia Airport); provided that such sale, disposition, exchange or abandonment could not reasonably be expected to result in a Material Adverse Effect; (i) sale-leaseback, synthetic lease or similar transactions to the extent not prohibited by Section 6.11; (j) the disposition of leasehold or similar interests in Real Estate that is not owned Real Estate (including Gate Interests), including through assignment, sublease or lease termination or rejection, as a whole or in part, or the return, surrender, exchange or abandonment of any property subject thereto to the extent any such disposition individually or all such dispositions in the aggregate could not reasonably be expected to result in a Material Adverse Effect; (k) rejection of executory contracts in accordance with an order of the Bankruptcy Court to the extent such rejections, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and (l) sale or disposition of Subject Assets, so long such sale is consistent in all material respects with the Projections; (m) dispositions of assets by, or any of the Stock of, Lynx; provided that the proceeds of such sale are applied as such lease is not a Capital Lease not otherwise permitted required by Section 6.31.2(b); (vn) the investmentssale, acquisitions and transfers disposition, exchange, lease or dispositions abandonment of properties permitted pursuant up to Section 6.2; four (vi4) A318 aircraft; provided that (i) except for the sale of assets by, or discount without recourse any of accounts receivable arising the Stock of, Lynx as permitted by clause (m) above, nothing herein shall permit the disposition of any material asset owned by Lynx and used by it in the ordinary course of business in connection with the compromise or collection thereof; other than (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ixA) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions Subject Assets consisting of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required spare parts pursuant to Section 11.26.8(l), all (B) sales in the ordinary course of business to the Lendersextent otherwise permitted hereunder, (C) waive sales of rotables to the provisions extent not generating cash proceeds in excess of this Section 6.8 $25,000 in any month, (D) any sale-leaseback, synthetic lease or similar transaction with respect to engines for Q400 aircraft and (E) other sales of assets with a value not to exceed $250,000; it being understood that except for the sale of assets by, or other any of the Stock of, Lynx in each case as permitted in clause (m) above, Lynx shall not be permitted to sell or dispose of aircraft, engines, order positions, operating certificates or, to the extent the cash proceeds thereof exceed $25,000 in any month, rotables and (ii) nothing herein shall permit the disposition of any Collateral, Slots other than as specifically provided for in clause (h) above or any Collateral is sold Subject Aircraft other than as specifically provided for in clause (l) or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Partyn) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3above.

Sale of Stock and Assets. (a) No Credit Party shall sell, transfer, ------------------------ convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, including the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of their Accounts, other than (i) the sale of Inventory in the ordinary course of business, (ii) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a value not exceeding $1,000,000 in any single transaction or $3,000,000 in the aggregate in any Fiscal Year, (iii) other Equipment, Fixtures or Real Estate having a value not exceeding $1,000,000 in any single transaction or $3,000,000 in the aggregate in any Fiscal Year, and (iv) the Switch Gear Division Sale, provided that, Agent receives for application against the Obligations, all proceeds from such sale including the cash proceeds paid at the closing thereof, plus all deferred payments payable in connection therewith. The Switch Gear Division Sale shall not be included within the limitations set forth in Sections 6.8(a)(ii) and (iii) above. (b) Notwithstanding anything to the contrary contained herein, so long as no Default or Event of Default exists, any Borrower or any Canadian Subsidiary may sell all or substantially all of its assets in a non-affiliated, arms-length transaction, provided that, (includingi) Borrower Representative provides Agent with no less than sixty (60) days prior written notice of any such intended sale setting forth the name and address of the purchaser, without limitationthe purchase price and such other information as Agent may request, receivables (ii) the net proceeds to be received in connection with such sale is not less than the book value of the assets to be sold and leasehold interests), whether now owned or hereafter acquired, not less than the greater of (A) the Revolving Loan outstanding to such Borrower or, in the case of any Canadian Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The sale, lease or other disposition of Inventory, Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash AEC Funding and (B) Indebtedness evidenced by promissory notes; the book value of the Eligible Accounts of such Borrower or Canadian Subsidiary, as the case may be, as reflected in the Borrowing Base which shall be delivered as of the date of the closing of such sale, and (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions net proceeds of this Section 6.8 with respect such sale shall be remitted to Agent for application to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Obligations in accordance with Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.31.3 above.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party; ’s business and having a book value not exceeding $1,000,000 in any single transaction or $5,000,000 in the aggregate in any Fiscal Year, (ixc) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $500,000 in the aggregate in any Fiscal Year, (d) the true sale by any US Borrower of Accounts pursuant to the Permitted Receivables Financing, (e) the sale for consideration comprised solely of cash, (i) of Borrowers’ Bxxxx Electric facility in Phoenix, Arizona to non-affiliates on an arms-length basis and (ii) sales in the ordinary course of business consistent with past practices, of real property owned in fee simple by a Credit Party having a value not exceeding $1,000,000 in any single transaction or issuance $5,000,000 in the aggregate in any Fiscal Year, and (f) the one-time sale by Borrowers of any Subsidiary's capital Stock Accounts and Inventory and other related personal property of Borrowers’ Avon Datacom unit, with an aggregate value for all such Accounts, Inventory and other related personal property not to exceed $3,000,000 in the aggregate, for a purchase price comprised of cash and no more than $300,000 in the form of a promissory note (the “Avon Datacom Note”) made by members of the management team of Avon Datacom in favor of Borrowers in an arm’s length transaction for an arm’s length purchase price; provided, that, in the case of clause (f), the Avon Datacom Note is pledged to the Borrower or Applicable Agent, on behalf of itself and Lenders, as additional Collateral; provided, further, that, in each of the foregoing circumstances, the entire net proceeds therefrom shall be applied to prepay the Loans (without any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or corresponding reduction in the Revolving Loan Commitment). With respect to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required disposition of assets or other properties permitted pursuant to clauses (b), (c) and (f) above, subject to Section 11.21.3(b), all of the Lenders) waive the provisions of this Section 6.8 with respect each Applicable Agent agrees on reasonable prior written notice to the sale release its Lien on such assets or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Borrower Representative, at Borrowers’ expense, mutually acceptable documentation evidencing such Agent’s release of its Lien on such assets or other properties.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (any such disposition being an "Asset Sale"), other than (without duplication): (a) sales and other dispositions of assets (including, without limitation, receivables and leasehold interests), whether now owned excluding those assets subject to clause (c) or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The salebelow), lease and swaps, exchanges, interchange or other disposition pooling of Inventoryassets (subject to the limitations set forth in the Collateral Documents), Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrower and the Guarantors; (c) the sale or other disposition of obsolete any Collateral consisting of (i) up to fifteen (15) 767-200 aircraft or worn out property (ii) other Collateral included in the Term A Borrowing Base having a book value not exceeding $50,000,000 in the aggregate in any Fiscal Year; provided, that, in each case, any disposition of any such Collateral included in the Term A Borrowing Base (other than DFW Assets) may only be sold for value in excess of the Allocated Amount for such Collateral; (d) Excluded Sales; (e) all sales of assets of DLMS securing its obligations under the Skymiles Facility; (f) dispositions of Section 1110 Assets or Non-1110 Aviation Assets, consisting of the return thereof to the party that had provided financing therefor; provided, that such dispositions, in the aggregate, shall not materially and adversely affect the operations of the Delta Companies, taken as a whole; (g) sales or dispositions of assets among (i) Borrower and the Guarantors or (ii) Subsidiaries that are not Guarantors; (h) sales or dispositions of other assets in arm's length transactions at fair market value in an aggregate amount not to exceed $50,000,000 in the aggregate in any Fiscal Year; (i) abandonment of Intellectual Property; provided, that such abandonment is (A) in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash consistent with past practices and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions with respect to Intellectual Property that is not material to the business of assets not described in Borrower and the preceding clauses (i) Guarantors and (ii) for proceeds consisting solely licensing or sublicensing of Intellectual Property in the ordinary course of business consistent with past practices; (j) dispositions of assets located outside of the United States in an aggregate amount not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not to exceed $5,000,000; (ivk) the lease by sale or discount of Accounts to a collection agency in connection with collections of delinquent receivables; (l) (i) abandonment of Slots, Gates, Routes or Supporting Route Facilities; provided, that such abandonment is (A) in connection with the downsizing of any hub or other facility located in Cincinnati as reflected in the Projections, (B) in connection with the downsizing of any other hub or facility as reflected in the Projections, which does not materially and adversely affect the business of Borrower and its Subsidiaries the Guarantors, taken as a whole, or (as lesseeC) and license of real or personal property in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of Borrower and the Guarantors, taken as a whole, (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (vii) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance transfer or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock Slots to the Borrower or any wholly-owned Subsidiary; and extent permitted by Section 7(b) of the SGR Security Agreement in an aggregate amount not to exceed $25,000,000, (xiii) dispositions exchange of property Slots to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3.by

Sale of Stock and Assets. No Except as permitted under Section 6.2, no Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including Accounts, (other than as to Parent) its capital Stock or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case capital Stock of any Subsidiary, issue of its (including as to Parent) Subsidiaries (whether in a public or sell any shares of such Subsidiary's capital Stock to any Person a private offering or otherwise) other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business; (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (iib) the sale sale, transfer, conveyance or other disposition of obsolete or worn out property by a Credit Party in the ordinary course of such Credit Party's business for proceeds consisting solely of not less than Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business; (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iiic) other sales Equipment and Fixtures having a value not exceeding $500,000 in any single transaction or dispositions of assets not described $2,000,000 in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; Year; (ivd) the lease sale, transfer or other conveyance of any asset by Borrower a Credit Party (other than Holdings and its Subsidiaries Parent) to another Credit Party (as lessee) other than Holdings and license of real or personal property in the ordinary course of business Parent); (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vie) the sale of any asset by a Credit Party if the proceeds from such sale are used to purchase a "like-kind" replacement asset within ninety (90) days of the sale of the original asset; (f) sales of Borrowers' private-label credit card receivables pursuant to the Transfer Agreement and the EB Purchase Agreements; (g) sales of Designated Properties or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; any property listed on Disclosure Schedule (vii6.8) as (including any sales permitted by either of Sections 6.1 under Section 6.12); and 6.12; (viiih) the salessale, transfer, conveyance or other disposition of Equipment, Fixtures or Real Estate by a Credit Party; (ix) Borrowers in connection with the sale or issuance of any Subsidiary's capital Stock a store location up to the Borrower or any wholly-owned Subsidiaryan aggregate amount equal to $35,000,000; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 provided that with respect to clauses (g) and (h) at least ninety percent (90%) of the sale proceeds of such asset sales shall be in cash. With respect to any disposition of assets or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as properties permitted by pursuant to this Section 6.8, Administrative Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Borrowers, at Borrowers' expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall, nor shall conveyit permit its Subsidiaries to: (a) sell, selltransfer, lease, assignconvey, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) or any of its Accounts (includingeach, without limitation, receivables and leasehold interestsa "Disposition"), whether now owned other than (A) the sale of Inventory (other than Vehicles) in the ordinary course of business consistent with past practice, (B) in the case of Borrower and its Subsidiaries, other than the SPVs, the sale of Vehicles in the ordinary course of business consistent with past practice or hereafter acquiredwhich are otherwise obsolete or no longer useful in the ordinary course of such Person's business consistent with past practice; provided that with respect to any Vehicle which is an Eligible Vehicle, such sale shall be for cash at a price not less than (1) the fair market value of such Eligible Vehicle or (2) if such Eligible Vehicle is a Repurchase Vehicle, the Repurchase Price in respect thereof under the related Repurchase Agreement and (C) in the case of the SPVs, the sale of assets to the extent not prohibited by the Pre-Petition Fleet Financing Documents or any New Fleet Financing Documents; (ii) the Disposition of property (other than Vehicles), that is obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $100,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (iii) the Disposition of the assets or Stock of any EMEA Subsidiary; (iv) with prior written consent of Agent, the Disposition of Real Estate set forth on Schedule 6.8; and (v) leases or subleases of its Real Estate to any Person so long as (A) such lease or sublease does not interfere in any material respect in the business of Borrower or any of its Subsidiaries, (B) Borrower or such Subsidiary shall have obtained Agent's prior written approval, and (C) prior to executing and delivering such lease or sublease, as applicable, Borrower or the relevant Subsidiary shall have caused the lessee or sublessee thereunder, as applicable, to execute and deliver to Agent such documents as Agent may reasonably request to maintain or protect its Lien on such Real Estate; provided that with respect to any Disposition permitted pursuant to clauses (ii), (iii), (iv) and (v) above, such Dispositions shall be made for cash at a price not less than the fair market value thereof (or, in the case of any Subsidiaryclause (v), issue for market-rate rent therefor). Agent agrees, on reasonable prior written notice from Borrower of a Disposition permitted pursuant to this Section 6.8(a), to release its Lien, if any, on such assets or sell any shares of other properties in order to permit the applicable Person to effect such SubsidiaryDisposition and shall execute and deliver to Borrower, at Borrower's capital Stock to any Person expense, appropriate UCC-3 termination statements (or equivalent or similar statements under applicable personal property security statutes) and other than Borrower or any wholly-owned Subsidiaryreleases as reasonably requested by Borrower, except:if applicable; or (ib) The saleenter into any contract or agreement to sell, lease transfer, convey, assign or other disposition otherwise dispose of Inventoryall or substantially all of its assets, Equipment and leases in including the ordinary course Stock of business (consistent with past practice, in the case any of sales of leases)its Subsidiaries, other than obsolete pursuant to a contract or worn out property; agreement which will provide sufficient net cash proceeds simultaneously with the closing of the transaction contemplated thereby, to repay in full the Obligations and to cash collateralize the Letter of Credit Obligations in accordance with paragraph (iic)(i)(A) of Annex B. None of the sale limitations in this Section 6.8 is intended to prevent any Credit Party from rejecting unexpired Leases or other disposition executory Contracts, subject to Section 6.18 and the approval of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; providedBankruptcy Court, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) 365 of the sale or discount without recourse of accounts receivable arising in the ordinary course of business Bankruptcy Code in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Cases.

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assignlicense, transfer transfer, convey, assign or otherwise dispose of, in a single transaction or a series of related transactions, any of its Properties or other assets, including the Stock of any of its propertySubsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (each, business or assets (including, without limitation, receivables and leasehold interestsan "Asset Sale"), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete, surplus or no longer used or useful in such Credit Party's business and having a book value not exceeding $1,000,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (ixc) the sale of other Equipment and Fixtures having a book value not exceeding $1,000,000 in any single transaction or issuance $2,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (d) the sale of any Subsidiary's capital Stock to Investments permitted by Section 6.2(c) in the ordinary course of business; (e) the sale of Investments acquired in settlements or bankruptcies of customers and suppliers; (f) Sale/Leaseback Transactions permitted by and entered into in accordance with Section 6.12; (g) dispositions of customer accounts by a Credit Party in connection with compromise or collections in the ordinary course of business; (h) leases and subleases permitted under Section 6.7(d); (i) transfers of assets by Borrower or any wholly-owned SubsidiarySubsidiary thereof to Borrower or any Subsidiary Guarantor; (j) Restricted Payments permitted by Section 6.14; (k) Condemnations and casualties; (l) the sale of Investments of a Person existing at the time such Person became a Subsidiary of a Credit Party in connection with a Permitted Acquisition or at the time such Person merged or consolidated with or into a Credit Party in connection with a Permitted Acquisition, provided that such Investments were not made in contemplation of such Permitted Acquisition; and (xm) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required War Disposition; provided that each Asset Sale pursuant to Section 11.2, all of the Lenders) waive the provisions foregoing clauses of this Section 6.8 with (other than clauses (j) and (k)) shall be for Fair Market Value and (other than Section 6.8(i)) for proceeds consisting of at least 75% cash or, solely in the case of Section 6.8(m), 100% cash. With respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as Asset Sale permitted by this Section 6.86.8 (other than Sections 6.8(h), (j) and (k)), subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower, at Borrower's prepayment obligations set forth expense, appropriate documentation to acknowledge the release of Lien in Section 1.3respect thereof as reasonably requested by Borrower.

Sale of Stock and Assets. No Except as otherwise permitted in this Section 6, no Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) (other than to another Credit Party) or any of its Accounts, other than: (a) the sale of Inventory in the ordinary course of business; (b) the sale, transfer, conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party’s business and having a sales price not exceeding $1,000,000 in any single transaction or $3,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $500,000 in any single transaction or $1,500,000 in the aggregate in any Fiscal Year; (d) those certain transactions described in Disclosure Schedule (6.8(d)); (e) sales or other dispositions by any Borrower of assets in connection with the closing and sale (includingor subleasing) of a retail store location of such Borrower in the ordinary course of such Borrower’s business which consist of the sale of Real Estate owned as listed on Disclosure Schedule (3.6(a)) hereto or any Minor Lease Interest (including the subleasing of the leasehold interest of such Borrower in such premises other than as identified in clause (f) below, without limitation, receivables and leasehold interestsbut subject to the requirements of such clause (f)), whether now owned or hereafter acquiredthe bulk sale of Inventory, or, in Equipment and Fixtures located at such premises to the case purchaser of any Subsidiary, issue or sell any shares the Real Estate and the books and records relating exclusively and directly to the operations of such Subsidiary's capital Stock store; provided, that, as to any Person other than Borrower or any wholly-owned Subsidiary, excepteach and all such sales and closings: (i) The on the date of, and after giving effect to, any such closing and sale, lease the number of retail store locations that had been operated by Borrowers closed and sold by Borrowers shall not be greater than (x) three (3) retail store locations during the period commencing on the date hereof and ending on the end of the current fiscal year and (y) thereafter, in any twelve (12) month period, five percent (5%) of the total number of retail stores operated by Borrowers as of the end of the immediately preceding fiscal year; (ii) Agent shall have received not less than ten (10) Business Days prior written notice of such sale and closing, which notice shall set forth in reasonable detail reasonably satisfactory to Agent, the parties to such sale or other disposition, the assets to be sold or otherwise disposed of, the purchase price and the manner of payment thereof and such other information with respect thereto as Agent may request; (iii) as of the date of such sale or other disposition and after giving effect thereto, no Event of InventoryDefault shall exist or have occurred and be continuing; (iv) such sale shall be on commercially reasonable terms in a bona fide arm’s length transaction with a Person that is not an Affiliate; (v) as of the date of any such sale or other disposition and after giving effect thereto, Equipment the Excess Availability shall have been not less than $45,000,000 for each of the immediately preceding ten (10) days and as of the date of any such sale or other disposition after giving Pro Forma effect thereto; (vi) any and all Net Proceeds payable or delivered to such Borrower in respect of such sale or other disposition shall be paid or delivered, or caused to be paid or delivered, to Agent for application to the Obligations in accordance with Section 1.2(c) hereof, subject to the SREF Intercreditor Agreement; (vii) upon any such sale, the aggregate amount of the Net Proceeds of such sale paid in cash or other immediately available funds at the time of the transfer of ownership or control of the Real Estate (or any material portion thereof) shall not be less than the amount for such Real Estate set forth on Disclosure Schedule (6.8(e)) hereto, unless otherwise agreed upon by Agent in its sole discretion, but subject to the SREF Intercreditor Agreement, if such Net Proceeds exceed ninety percent (90%) of the appraised fair market value of such Real Estate (as determined by Agent by reference to the appraisal most recently delivered hereunder); (viii) Agent shall have received true, correct and complete copies of all agreements, documents and Instruments related to the sale; (ix) all consideration delivered or payable to any Credit Party in respect of such sale, including all amounts at any time payable to any Credit Party, and all rights, benefits and remedies of any Credit Party pursuant to any agreement, document or Instrument related to the sale of such Real Estate, shall continue at all times to be subject to the valid and enforceable, perfected security interest and lien of Agent but subject to the SREF Intercreditor Agreement, and the Credit Parties shall take such other and further actions as may be reasonably required hereunder with respect to any such consideration; and (x) such sale is permitted under the GE Credit Agreement Documents and is otherwise permitted under any other agreement to which any Credit Party is a party or by which it or its assets are bound and Credit Parties shall have obtained all consents and approvals to such sale as may be reasonably required and all releases of other mortgages and Liens with respect to the Real Estate to be sold, including the release of the mortgages and Liens of GE Credit Agreement Agent; (i) the leases and subleases of any Credit Party in effect on the date hereof of Real Estate leased or subleased by such Credit Party as listed on Disclosure Schedule (6.8(f)) hereto and (ii) leases or subleases entered into after the date hereof by any Credit Party, as lessor or sublessor, with a third party with respect to any nonmaterial portion of owned Real Estate or any Minor Lease Interests of such Credit Party, or acquired after the date hereof; (other than in connection with the closing and sale of a then existing retail store location of a Credit Party which shall be subject to Section 6.8(e) above); provided, that with respect to this Clause (ii) (A) any such lease or sublease shall be entered into in the ordinary course of the business (of such Credit Party consistent with past practicethe current practices of such Credit Party as of the date hereof, in the case of sales of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; any such sublease (iii1) other sales or dispositions of assets shall not described in violate any applicable Lease then demising the preceding clauses (i) applicable Real Estate and (ii2) shall be on commercially reasonable terms and conditions, (C) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; providedany Real Estate acquired after the Closing Date, that the aggregate book value amount of all assets so sold in the payments by Credit Parties, including rent and other amounts, to purchase or otherwise acquire any Fiscal Year of such Real Estate that is to be leased or subleased shall not exceed $5,000,000;1,000,000 in any fiscal year and after giving effect to any payments for the purchase or other acquisition of any such Real Estate, the Excess Availability shall be not less than $45,000,000, (D) to the extent applicable, the Credit Party acquiring such Real Estate shall have complied with the terms of Section 5.9 hereof with respect to such Real Estate and the terms of such Lease shall in all respects be subordinate to the Mortgage applicable to such Real Estate and otherwise subject to the terms with respect thereto set forth in the Mortgage applicable to such Real Estate, and (E) as of the date of entering into any such lease or sublease and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; or (ivg) the lease by Borrower and its Subsidiaries (as lessee) and license with respect to any disposition of real assets or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of other properties permitted pursuant to this Section 6.2;6.8 and subject to Section 1.2(b) and to the SREF Intercreditor Agreement, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements, satisfaction of mortgages and other releases as reasonably requested by Borrowers; or (vih) subject to Section 5.16, the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate the Fayetteville property to COR in the event of an adverse ruling, order or decree in the Fayetteville Litigation entered by a court of competent jurisdiction which becomes final and no longer subject to appeal, rehearing or re-argument and requiring the divestiture of the applicable Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 ’s fee simple title with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold Fayetteville Property to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3COR.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, (consistent with past practice, b) the sale or other disposition by the Credit Parties of Equipment or Fixtures that are obsolete or no longer used or useful in the case of sales of leases)Business and having a book value not exceeding US$250,000 in the aggregate in any Fiscal Year, other than obsolete or worn out property; (iic) the sale or other disposition of obsolete or worn out property other assets having a book value not exceeding US$25,000 in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; and (ivd) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collaterala Vessel, or any Collateral is provided that (i) no more than one Vessel may be sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) in any Fiscal Year and no more than three Vessels shall be sold or otherwise disposed of free and clear during the term of this Agreement, (ii) the net proceeds of such sale shall not be less than the greater of: (x) 75% of the Liens created fair market value of such Vessel as of the Restatement Closing Date (as determined by reference to the Security Agreementappraisal delivered on or prior to the Restatement Closing Date) and (y) 75% of the appraised fair market value of such Vessel at the time of such sale and (iii) following such sale or disposition and after the net proceeds have been applied in accordance with Section 1.3(c) hereof to prepay the US Term Loan, the Cdn. Term Loan or the Engine Term Loan, as applicable, (A) if a Cdn. Vessel is sold, the aggregate principal amount of all outstanding Cdn. Term Loans and Engine Term Loans shall not exceed 80% of the Agent orderly liquidation value of the remaining Cdn. Vessels and (B) if a US Owned Vessel is sold, the aggregate principal amount of all outstanding US Term Loans shall not exceed 80% of the orderly liquidation value of the remaining US Owned Vessels. Without the consent of the Lenders, sales permitted pursuant to the terms of Section 6.9(b) and (c) shall not be authorized to take any actions deemed appropriate in order to effect permitted during the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3existence of a Default or an Event of Default.

Sale of Stock and Assets. No Credit Party shall convey, sell, lease, assignlicense, transfer transfer, convey, assign or otherwise dispose of, in a single transaction or a series of related transactions, any of its Properties or other assets, including the Stock of any of its propertySubsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (each, business or assets (including, without limitation, receivables and leasehold interestsan "Asset Sale"), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, exceptthan: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures or Real Estate that are obsolete, surplus or no longer used or useful in such Credit Party's business and having a book value not exceeding $500,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (ixc) the sale of other Equipment and Fixtures having a book value not exceeding $500,000 in any single transaction or issuance $1,000,000 in the aggregate in any Fiscal Year for all Credit Parties combined; (d) the sale of any Subsidiary's capital Stock to Investments permitted by Section 6.2(c) in the ordinary course of business; (e) the sale of Investments acquired in settlements or bankruptcies of customers and suppliers; (f) Sale/Leaseback Transactions permitted by and entered into in accordance with Section 6.12; (g) dispositions of customer accounts by a Credit Party in connection with compromise or collections in the ordinary course of business; (h) leases and subleases permitted under Section 6.7(d); (i) transfers of assets by Borrower or any wholly-owned SubsidiarySubsidiary thereof to Borrower or any Subsidiary Guarantor; (j) Restricted Payments permitted by Section 6.14; (k) Condemnations and casualties; and (xl) dispositions the sale of property to Borrower Investments of a Person existing at the time such Person became a Subsidiary of a Credit Party in connection with a Permitted Acquisition or to any wholly-owned Subsidiary. To at the extent Requisite Lenders (ortime such Person merged or consolidated with or into a Credit Party in connection with a Permitted Acquisition, if required provided that such Investments were not made in contemplation of such Permitted Acquisition; provided that each Asset Sale pursuant to Section 11.2, all of the Lenders) waive the provisions foregoing clauses of this Section 6.8 with (other than clauses (j) and (k)) shall be for fair market value and (other than Section 6.8(i)) for proceeds consisting of at least 75% cash. With respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as Asset Sale permitted by this Section 6.86.8 (other than Sections 6.8(h), (j) and (k)), subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such Collateral (unless sold to another Credit Party) shall be sold assets or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower, at Borrower's prepayment obligations set forth expense, appropriate documentation to acknowledge the release of Lien in Section 1.3respect thereof as reasonably requested by Borrower.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (ia) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business business, provided, to the extent such Inventory consists of Used Railcar Inventory, such sale is made for immediate cash delivery and not on terms, and (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; (iib) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of Equipment, Fixtures that are obsolete or no longer used or useful in such Credit Party; ’s business and having an appraised value not exceeding $50,000 in any single transaction or $250,000 in the aggregate in any Fiscal Year. With respect to any disposition of assets or other properties consisting of Used Railcar Inventory assets permitted pursuant to clause (ixa) above, subject to Section 1.3(b), Agent and the sale or issuance Lenders agree their Lien in such Used Railcar Inventory shall be automatically released in accordance with Section 9-320 of the Code, provided that, the Lien of Agent and the Lenders shall attach to the proceeds of such sale. Upon written request by Borrowers, Agent (without the consent of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (xLender) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 shall execute and deliver a partial release with respect to the sale such Used Railcar Inventory sold pursuant to clause (a) above in form and content satisfactory to Agent. With respect to any disposition of assets or other disposition of any Collateralproperties permitted pursuant to clause (b) above, subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate other properties in order to permit the applicable Credit Party to effect the foregoing. Nothing set forth in this Section 6.8 such disposition and shall be construed execute and deliver to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. (a) No Credit Party Borrower Group Member shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) (including, without limitation, receivables and leasehold interestsany such disposition being an “Asset Sale”), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:the following (without duplication): (i) The sales and other dispositions of immaterial assets in the ordinary course of business, and swaps, exchanges, interchange or pooling of assets in the ordinary course of business; (ii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used or useful in the business of such Borrower Group Member; (iii) [Intentionally Omitted]; (iv) sales or dispositions of Inventory (other than Collateral) in the ordinary course of business; (v) subject to Section 1.2(b)(iv) in respect of sales or dispositions of assets that comprise the Collateral, sales or dispositions of other assets in arm’s length transactions at fair market value in an aggregate amount not to exceed [*] in the aggregate in any Fiscal Year; (vi) (x) sale, lease disposition, exchange or other disposition abandonment of InventoryIntellectual Property; provided, Equipment and leases that such abandonment is (A) in the ordinary course of business (consistent with past practice, in practices and (B) with respect to Intellectual Property that is not material to the case business of sales such Borrower Group Member and (y) licensing or sublicensing of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property Intellectual Property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection consistent with the compromise or collection thereofpast practices; (vii) as permitted by either sale, disposition, exchange, lease or abandonment of Sections 6.1 and 6.12Slots unless such sale, disposition, exchange, lease or abandonment could reasonably be expected to result in a Material Adverse Effect; (viii) sale-leaseback, synthetic lease or similar transactions involving Section 1110 Assets (other than such Section 1110 Assets that comprise the salesCollateral), transfer, conveyance aircraft or other disposition of Real Estate by a Credit Partyengines; (ix) the sale disposition of leasehold or issuance similar interests in Real Estate that is not owned Real Estate (including Gate Interests), including through assignment, sublease or lease termination, as a whole or in part, or the return, surrender, exchange or abandonment of any Subsidiary's capital Stock property subject thereto to the Borrower extent any such disposition individually or any wholly-owned Subsidiaryall such dispositions in the aggregate could not reasonably be expected to result in a Material Adverse Effect; and (x) dispositions sale or disposition of property to aircraft, engines or spare parts, so long as such sale is consistent in all material respects with the Projections. (b) The Parent Guarantor shall not sell, transfer, convey or otherwise dispose of the Stock of (i) the Borrower or to any wholly-owned Subsidiary. To (ii) the extent Requisite Lenders (or, if required pursuant to Section 11.2, all Subsidiary of the LendersParent Guarantor (other than Lynx) waive with the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear highest gross revenues among all Subsidiaries of the Liens created by Parent Guarantor (excluding the Security AgreementBorrower) for the preceding four full Fiscal Quarters, and determined in accordance with GAAP at the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3time of such sale, transfer, conveyance or disposition.

Sale of Stock and Assets. (a) No Credit Party Borrower Group Member shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or assets a private offering or otherwise) (including, without limitation, receivables and leasehold interestsany such disposition being an “Asset Sale”), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except:the following (without duplication): (i) The sales and other dispositions of immaterial assets in the ordinary course of business, and swaps, exchanges, interchange or pooling of assets in the ordinary course of business; (ii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used or useful in the business of such Borrower Group Member; (iii) a disposition of all or any portion of the Stock or assets of Lynx; (iv) sales or dispositions of Inventory (other than Collateral) in the ordinary course of business; (v) subject to Section 1.2(b)(iv) in respect of sales or dispositions of assets that comprise the Collateral, sales or dispositions of other assets in arm’s length transactions at fair market value in an aggregate amount not to exceed [*] in the aggregate in any Fiscal Year; (vi) (x) sale, lease disposition, exchange or other disposition abandonment of InventoryIntellectual Property; provided, Equipment and leases that such abandonment is (A) in the ordinary course of business (consistent with past practice, in practices and (B) with respect to Intellectual Property that is not material to the case business of sales such Borrower Group Member and (y) licensing or sublicensing of leases), other than obsolete or worn out property; (ii) the sale or other disposition of obsolete or worn out property Intellectual Property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection consistent with the compromise or collection thereofpast practices; (vii) as permitted by either sale, disposition, exchange, lease or abandonment of Sections 6.1 and 6.12Slots unless such sale, disposition, exchange, lease or abandonment could reasonably be expected to result in a Material Adverse Effect; (viii) the salessale-leaseback, transfersynthetic lease or similar transactions involving Section 1110 Assets, conveyance aircraft or other disposition of Real Estate by a Credit Party;engines; [*] Confidential treatment requested. (ix) the sale disposition of leasehold or issuance similar interests in Real Estate that is not owned Real Estate (including Gate Interests), including through assignment, sublease or lease termination, as a whole or in part, or the return, surrender, exchange or abandonment of any Subsidiary's capital Stock property subject thereto to the Borrower extent any such disposition individually or any wholly-owned Subsidiaryall such dispositions in the aggregate could not reasonably be expected to result in a Material Adverse Effect; and (x) dispositions sale or disposition of property to aircraft, engines or spare parts, so long as such sale is consistent in all material respects with the Projections. (b) The Parent Guarantor shall not sell, transfer, convey or otherwise dispose of the Stock of (i) the Borrower or to any wholly-owned Subsidiary. To (ii) the extent Requisite Lenders (or, if required pursuant to Section 11.2, all Subsidiary of the LendersParent Guarantor (other than Lynx) waive with the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold or otherwise disposed of free and clear highest gross revenues among all Subsidiaries of the Liens created by Parent Guarantor (excluding the Security AgreementBorrower) for the preceding four full Fiscal Quarters, and determined in accordance with GAAP at the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3time of such sale, transfer, conveyance or disposition.

Sale of Stock and Assets. (a) No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in including the case Stock of any Subsidiaryof its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The sale, lease or other disposition the sale of Inventory, Equipment and leases Inventory in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out property; business; (ii) the sale or other disposition of obsolete or worn out property in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions of assets not described in the preceding clauses (i) and (ii) for proceeds consisting solely of not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not exceed $5,000,000; (iv) the lease by Borrower and its Subsidiaries (as lessee) and license of real or personal property in the ordinary course of business (so long as such lease is not a Capital Lease not otherwise permitted by Section 6.3); (v) the investments, acquisitions and transfers or dispositions of properties permitted pursuant to Section 6.2; (vi) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vii) as permitted by either of Sections 6.1 and 6.12; (viii) the salessale, transfer, conveyance or other disposition of Real Estate by a Credit Party of any other property or assets (excluding Stock of any Credit Party) having a value (based on the greater of book value or fair market value) not exceeding $500,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; and (iii) any sale of Stock permitted under Section 6.5(a)(ii). With respect to any disposition of assets or other properties permitted pursuant to this Section 6.8 which is made at a time when no Default or Event of Default then exists, and subject to Section 1.3(b), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit Party to effect such disposition and shall execute and deliver to Borrower, at Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Borrower. (b) Notwithstanding anything contained in Section 6.8(a) above, any Credit Party shall be permitted to sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets (each a "Permitted Disposition") having a value (based on the greater of book value and fair market value) not exceeding, individually and in the aggregate for all such Permitted Dispositions consummated in any Fiscal Year within each of the following two tiers, (x) $2,000,000 and $5,000,000, respectively (in each case, a "First Tier Disposition"), and (y) $5,000,000 and $15,000,000, respectively, subject to the satisfaction of each of the following conditions if and to the extent applicable: (i) Agent shall receive at least 10 Business Days' prior written notice of such proposed Permitted Disposition, which notice shall include a reasonably detailed description of such proposed Permitted Disposition; (ixii) the sale or issuance concurrently with delivery of any Subsidiary's capital Stock notice required to be delivered pursuant to Section 6.8(b)(i), Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent: (A) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries (the "Disposition Pro Forma"), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Disposition, and such Disposition Pro Forma shall reflect that on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Disposition and Holdings and its Subsidiaries would have been in compliance with the Financial Covenants for the four quarter period reflected in the Compliance Certificate most recently delivered to Agent pursuant to Annex E prior to the Borrower or any wholly-owned Subsidiaryconsummation of such Permitted Disposition and after giving effect to such Permitted Disposition as if made on the first day of such period (or, if such Permitted Disposition is consummated prior to the delivery to Agent of the initial Compliance Certificate required under Annex E, such Acquisition Pro Forma shall reflect that, on a pro forma basis, Holdings and its Subsidiaries would have been in compliance with the Financial Covenants applicable to the Fiscal Quarter ending June 30, 2003 for the most recently completed four Fiscal Quarters prior to the consummation of such Permitted Disposition and after giving effect to such Permitted Disposition as if made on the first day of such period); (B) updated versions of the most recently delivered Projections covering the remainder of the Fiscal Year during which such Permitted Disposition occurs and otherwise prepared in accordance with the Projections (the "Disposition Projections") and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Disposition; and (C) a certificate of the chief financial officer of Holdings and Borrower to the effect that: (x) dispositions Borrower will be Solvent upon the consummation of property the Permitted Disposition; (y) the Disposition Pro Forma fairly presents the financial condition of Holdings and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the Permitted Disposition; and (z) the Disposition Projections are reasonable estimates of the future financial performance of Holdings and its Subsidiaries subsequent to the date thereof based upon the historical performance of Holdings and its Subsidiaries and the Target and show that Holdings and its Subsidiaries shall continue to be in compliance with the financial covenants set forth in Annex G after giving effect to such Permitted Disposition; (iii) on or prior to the date of such Permitted Disposition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the disposition agreement and related agreements and instruments, and all opinions, certificates and other documents reasonably requested by Agent; (iv) at the time of such Permitted Disposition and after giving effect thereto, no Default or Event of Default has occurred and is continuing; (v) Borrower or has established and is maintaining the Cash Management System satisfactory to Agent; (vi) except in the case of a First Tier Disposition, after giving effect to such Permitted Disposition, the product of (A) Adjusted EBITDA for the most recently completed Fiscal Quarter times (B) four (4) must be greater than $28,000,000; and (vii) all of the proceeds from any wholly-owned Subsidiary. To Permitted Dispositions shall be used to purchase Replacement Assets and/or prepay the extent Requisite Lenders (or, if Loans as required pursuant to Section 11.2, all of the LendersSections 1.3(b)(ii) waive the provisions of this Section 6.8 with respect to the sale and 1.3(b)(iii) or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as permitted by this Section 6.8, such Collateral (unless sold to another Credit Party) shall be sold held in a Collateral Account in accordance with Section 1.3(b)(iii) prior to any prepayment of Loans or otherwise disposed purchase of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing set forth in this Section 6.8 shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3Replacement Assets.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, sell, lease, assign, transfer assign or otherwise dispose of any of its propertyproperties or other assets, business including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts (any such disposition being an “Asset Sale”), other than (without duplication): (a) sales and other dispositions of assets (including, without limitation, receivables and leasehold interests), whether now owned excluding those assets subject to clause (c) or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's capital Stock to any Person other than Borrower or any wholly-owned Subsidiary, except: (i) The salebelow), lease and swaps, exchanges, interchange or other disposition pooling of Inventoryassets (subject to the limitations set forth in the Collateral Documents), Equipment and leases in the ordinary course of business (consistent with past practice, in the case of sales of leases), other than obsolete or worn out propertybusiness; (iib) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrower and the Guarantors; (c) the sale or other disposition of obsolete any Collateral consisting of (i) up to fifteen (15) 767-200 aircraft or worn out property (ii) other Collateral included in the Term A Borrowing Base having a book value not exceeding $50,000,000 in the aggregate in any Fiscal Year; provided, that, in each case, any disposition of any such Collateral included in the Term A Borrowing Base (other than DFW Assets) may only be sold for value in excess of the Allocated Amount for such Collateral; (d) Excluded Sales; (e) all sales of assets of DLMS securing its obligations under the Skymiles Facility; (f) dispositions of Section 1110 Assets or Non-1110 Aviation Assets, consisting of the return thereof to the party that had provided financing therefor; provided, that such dispositions, in the aggregate, shall not materially and adversely affect the operations of the Delta Companies, taken as a whole; (g) sales or dispositions of assets among (i) Borrower and the Guarantors or (ii) Subsidiaries that are not Guarantors; (h) sales or dispositions of other assets in arm’s length transactions at fair market value in an aggregate amount not to exceed $50,000,000 in the aggregate in any Fiscal Year; (i) abandonment of Intellectual Property; provided, that such abandonment is (A) in the ordinary course of business for proceeds consisting solely of not less than (A) 75% cash consistent with past practices and (B) Indebtedness evidenced by promissory notes; (iii) other sales or dispositions with respect to Intellectual Property that is not material to the business of assets not described in Borrower and the preceding clauses (i) Guarantors and (ii) for proceeds consisting solely licensing or sublicensing of Intellectual Property in the ordinary course of business consistent with past practices; (j) dispositions of assets located outside of the United States in an aggregate amount not less than (A) 75% cash and (B) Indebtedness evidenced by promissory notes; provided, that the aggregate book value of all assets so sold in any Fiscal Year shall not to exceed $5,000,000; (ivk) the lease by sale or discount of Accounts to a collection agency in connection with collections of delinquent receivables; (l) (i) abandonment of Slots, Gates, Routes or Supporting Route Facilities; provided, that such abandonment is (A) in connection with the downsizing of any hub or other facility located in Cincinnati as reflected in the Projections, (B) in connection with the downsizing of any other hub or facility as reflected in the Projections, which does not materially and adversely affect the business of Borrower and its Subsidiaries the Guarantors, taken as a whole, or (as lesseeC) and license of real or personal property in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of Borrower and the Guarantors, taken as a whole, (so long as such lease is not a Capital Lease not otherwise ii) transfer or other disposition of Slots to the extent permitted by Section 6.3); 7(b) of the SGR Security Agreement in an aggregate amount not to exceed $25,000,000, (viii) exchange of Slots to the investments, acquisitions extent permitted by Section 7(c) of the SGR Security Agreement and transfers (iv) assignments of leases or dispositions granting of properties leases of (x) Aircraft or Engines to the extent permitted pursuant to Section 6.2; the Aircraft Mortgage and (viy) the sale other aircraft or discount without recourse of accounts receivable arising engines (that do not constitute Collateral) in the ordinary course of business in connection with the compromise or collection thereofbusiness; (viim) as permitted by either of Sections 6.1 and 6.12; (viii) the sales, transfer, conveyance or other disposition of Real Estate by a Credit Party; (ix) the sale or issuance of any Subsidiary's capital Stock to the Borrower or any wholly-owned Subsidiary; and (x) dispositions of property to Borrower or to any wholly-owned Subsidiary. To the extent Requisite Lenders (or, if required pursuant to Section 11.2, all of the Lenders) waive the provisions of this Section 6.8 with respect to the sale or other disposition of any Collateral737-800 aircraft substantially concurrently with the consummation of the purchase of such aircraft to the extent such purchase occurs pursuant to a purchase agreement to which a Delta Company was a party as of the Closing Date; (n) sale-leaseback, synthetic lease or similar transactions to the extent not prohibited by Section 6.12; (o) to the extent not prohibited by Section 6.18 or any of the Collateral Documents, the disposition of leasehold or similar interests in Real Estate that is not Owned Real Estate, including through assignment, sublease or lease termination or rejection, in whole or in part, or the return, surrender, exchange or abandonment of any Collateral is sold or otherwise disposed property subject thereto; (p) any sale of Margin Stock for fair value as permitted determined in good faith by this Section 6.8, such Collateral Borrower; and (unless sold q) any Property Loss Event (without giving effect to another Credit Party) shall be sold or otherwise disposed of free and clear of the Liens created by the Security Agreement, and the Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Nothing thresholds set forth in this Section 6.8 the definition thereof); (r) rejection of executory contracts in accordance with an order of the Bankruptcy Court to the extent such rejections do not, individually or in the aggregate, materially and adversely affect the business of Borrower and the Guarantors, taken as a whole; and (s) sale of Excluded Properties; provided, that, if such Excluded Properties are included in the Term A Borrowing Base, the sale price shall be construed to modify in any respect Borrower's prepayment obligations set forth in Section 1.3excess of the Allocated Amount for such Excluded Properties.