Common use of Sale of Stock and Assets Clause in Contracts

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) 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 assets that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (f) above, subject to Section 1.3(c), 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 and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Excepted as otherwise expressly permitted in this Section 6, no Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties 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 its their 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 assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 500,000 in any single transaction or $2,000,000 1,500,000 in the aggregate in any Fiscal Year; (c) the sale or other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Yeardisposition of assets described on Disclosure Schedule 6.8; (d) sale the licensing in the ordinary course of assets business of intangible assets, including trade names, trademarks, service marks and copyrights of Borrower, provided that such licenses do not individually or in connection with Permitted Telmark Sale-Leaseback Transactionsthe 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; (e) dispositions the disposition of assets constituting Inventory in accordance connection with the Agricultural Restructuring Plan discontinuation or partial discontinuation of a product line, provided such Inventory is disposed of in the ordinary course of Borrower's business operations and provided further that on an aggregate basis, for any rolling 6 month period, at least seventy-such disposition shall not exceed five percent (755%) of the proceeds consolidated Inventory of such dispositions are in cashBorrower, Holdings and their Subsidiaries; (f) the closing of those Stores and the disposition of other assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)), provided that in advance of each such closing, Borrower and Agents agree to a liquidation strategy, reasonably acceptable to Agents; (g) the closing of additional Stores upon twenty (20) Business Days' notice to Agents, provided that (i) at least ninety percent in advance of each closing Borrower has delivered to Agents a liquidation plan (90%including acceptable fee arrangements) of the proceeds of such sales of Real Estate are in cashreasonably acceptable to Agents, and (ii) the results of each such liquidation sale are delivered to Agents contemporaneously with the delivery of such information to Borrower, but in any event, no less than weekly; (h) in connection with Store closings permitted under this Section 6.8, the sale, transfer, conveyance or other disposition of leases (and with respect to leases subject to a leasehold mortgage in favor of Agent only in the event such lease is sold at a price at least seventy-five equal to seventy percent (7570%) of the proceeds NLV of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agwaylease); and (hi) asset dispositions described in Disclosure Schedule (settlements by Borrower of amounts due or to become due under any lease covering a Store being closed pursuant to this Section 6.8), provided that if any such 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 (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing continuing, or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), ) and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), ) (c), ) (d), ) (e) and (f) and (g) above, subject to Section 1.3(c), 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 BorrowersBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business; , (b) the sale, transfer, conveyance sale or other disposition by a the Credit Party Parties of assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business the Business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 US$100,000 in the aggregate in any Fiscal Year; , (c) the sale or other Equipment and Fixtures disposition of other assets having a book value not exceeding $250,000 in any single transaction or $1,000,000 US$25,000 in the aggregate in any Fiscal Year; , and (d) the sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the or other disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) a Vessel, provided that (i) at least ninety percent no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (90%ii) of the net proceeds of such sales of Real Estate are in cash, and sale shall not be less than the greater of: (iix) at least seventy-five percent (75%) % of the proceeds fair market value of such sales of assets other than Real Estate are in cash; (g) the transfer Vessel as of the Stock of Closing Date (as determined by reference to the Telmark Entities and Agway Insurance Company appraisal delivered on or prior to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (fthe Closing Date) and (h), y) 75% of the appraised fair market value of such Vessel at the time of such sale and (Aiii) no following such sale or disposition shall be permitted if any Default or Event of Default shall and after the net proceeds have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be been applied by Agent 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 Section 1.11 hereof(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. With respect to any disposition Without the consent of assets or other properties the Lenders, sales permitted pursuant to clauses (b), (c), (d), (ethe terms of Section 6.9(b) and (fc) above, subject to Section 1.3(c), Agent agrees on reasonable prior written notice to release its Lien on such assets shall not be permitted during the existence of a Default 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 and other releases as reasonably requested by Borrowersan Event of Default.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accountssuch Person's Subsidiaries, other than (a) the sale of Inventory in the ordinary course of business; , (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 disposition 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 a Credit Party such clause (e)), provided that the proceeds of such sale, transfer, lease or conveyance are used to replace the assets that are obsolete disposed of with substantially similar assets within 180 days of such sale, transfer, lease or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Yearconveyance; (d) sale dispositions resulting from casualty losses, provided that the proceeds thereof are used to purchase assets substantially similar to the assets disposed of assets in connection with Permitted Telmark Sale-Leaseback Transactionswithin 180 days of such disposition; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) sale of the proceeds Stock or assets of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) a Subsidiary or Permitted Joint Venture for fair value provided that that: (i) at least ninety percent (90%) in the case of a sale of the proceeds 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 sales of Real Estate are in cashPerson, and (ii) at least seventy-five percent in any Fiscal Year (75%the "Test Year") the EBITDA during the prior Fiscal Year that was attributable to all of the proceeds of such sales of Restricted Subsidiaries whose stock or assets other than Real Estate are in cash; (g) were sold during the transfer Test Year, did not exceed 5% of the Stock EBITDA of the Telmark Entities Borrower and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no its Restricted Subsidiaries during such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (f) above, subject to Section 1.3(c), 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 and other releases as reasonably requested by Borrowers.Fiscal Year,

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties 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 its their Accounts, other than (a) the sale of Inventory in the ordinary course of business; , and (b) the sale, transfer, conveyance or other disposition by a Credit Party of assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 1,000,000 in the aggregate in any Fiscal Year; , (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; , (d) sale the disposition of assets Silly Slammers in connection with Permitted Telmark Sale-Leaseback Transactions; the Borrower's discontinuation of such product line, (e) dispositions in accordance with the Agricultural Restructuring Plan disposition of the stock of E-greetings Network, Inc. owned by Borrower provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five fifty percent (7550%) of the proceeds of such dispositions are sale is in cash; , (f) the disposition sale by Borrower of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cashits Fishwick Road real property, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer sale by Borrower of the Stock of the Telmark Entities and Agway Insurance Company to Agway; Obsolete Capital Equipment and (h) asset dispositions described the sale by Borrower of its stock in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition the Ink Group Entities pursuant to clause (a)the Shareholders Agreements, (b)provided that prior to such sale, (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default all intercompany loans owed by the Ink Group to Borrower shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent been paid in accordance with Section 1.3(c), and Section 1.11 hereoffull. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) and clause (c), (d), (e) and (f) above, subject to Section 1.3(c), 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 BorrowersBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower. Notwithstanding any other provision of this Agreement, if the minority shareholders of the Ink Group Entities initiate the process contemplated by the buy/sell provisions of the Shareholders Agreements and, as a result thereof, Borrower is required thereby to elect either to purchase or sell stock of the Ink Group Entities, but such purchase or sale would otherwise be prohibited by this Article 6, Borrower may do so if (x) Borrower submits a proposal therefor in reasonable detail to Agent at least 15 Business Days prior to the anticipated closing of such purchase or sale and (y) Agent consents thereto, such consent not to be withheld unreasonably.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory (other than Excluded Inventory) in the ordinary course of business; , (b) the salesale 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, transfer(ii) the net proceeds from such sale (after payment of any sale taxes and expenses) are applied to prepay the Loans, conveyance in accordance with Section 2.3 and (iii) no less than 65% thereof shall be paid in cash; (c) the sale or other disposition by a of any other Equipment and Fixtures (excluding 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 assets that are obsolete or no longer used or useful in such any Credit Party's business and Parties having a net book value not exceeding $250,000 in any single transaction or $2,000,000 5,000,000 in the aggregate in any Fiscal Year; after the Closing Date, as long as at least one Business Day prior to such sale or other disposition, the Agents receive a written notice that such sale or other disposition is to occur (cwhich notice shall set forth the amount of the net proceeds of such sale or other disposition) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactionsa Major Asset Disposal; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basisthat, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) case of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (hd), (A) immediately prior to, and after giving effect thereto, no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result therefrom; (B) the Borrowers and their Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.10 on a pro forma basis after giving effect to such disposition; disposal and use of proceeds thereof as of the last day of the Fiscal Quarter most recently ended (B) all proceeds of any such dispositions shall be applied by Agent as determined in accordance with Section 1.3(c), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e7.10) and shall provide documentation in form reasonably satisfactory to the Agents evidencing such compliance; (fC) abovethe 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, subject as applicable, concurrent with such Major Asset Disposal and Revolving Lenders shall no longer have any commitment to Section 1.3(c), Agent agrees on reasonable prior written notice fund Revolving Credit Advances or cause to release its Lien on be issued any Letters of Credit in respect of such assets or other properties in order Disposed Borrower immediately upon giving effect 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 and other releases as reasonably requested by BorrowersMajor Asset Disposal.

Sale of Stock and Assets. No Except for mergers permitted by Section 6.1(a)(ii)(c) and in connection with capital contributions permitted by Section 6.2, no Credit Party executing this Agreement shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including its capital Stock or the capital Stock of any of its Subsidiaries (whether in a public or a private offering or otherwiseotherwise but subject, in the case of Liposome to the provisions of Section 6.5(b)) or any of its their Accounts, other than (a) the sale of Inventory in the ordinary course of business; , (b) the sale, transfer, conveyance or other disposition by such a Credit Party of assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 * in any single transaction or $1,000,000 * in the aggregate in any Fiscal Year; , provided, that any Credit Party executing this Agreement (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (gthe Intermediary Holding Company) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default to sell, transfer, convey, assign or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds otherwise dispose of any of its properties or other assets (other than cash) to any other Credit Party executing this Agreement (other than the Intermediary Holding Company) except that Liposome (other than as otherwise permitted by Section 6.2) shall not be permitted to dispose of the Capital Stock of any of its Subsidiaries or any Intellectual Property or other assets related to the manufacture, use or distribution of Amphotericin B or ABELCET (or any derivative thereof) or make any disposition if such dispositions shall be applied by Agent disposition would in accordance with Section 1.3(cany way impair the ability of Liposome to manufacture, use or distribute Amphotericin B or ABELCET (or any derivative thereof), and Section 1.11 hereof. ___________________________ * Confidential treatment requested. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) and clause (c), (d), (e) and (f) above, subject to Section 1.3(c), Agent agrees on reasonable prior written notice to release or cause to be released by Collateral Agent, to the extent applicable, its or Collateral Agent's, as applicable, 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 and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accountssuch Person's Subsidiaries, other than (a) the sale of Inventory in the ordinary course of business, (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 substantially similar assets within 270 days of such sale, transfer, lease or conveyance; (bd) 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 a sale of 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, (ii) in any Fiscal Year (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% of the EBITDA of the Borrower and its Restricted Subsidiaries during such prior Fiscal Year, (iii) 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 any Indebtedness of the Borrower and/or such Restricted Subsidiary that is being retired or reduced in such transaction (to the extent reduced or retired); and (f) (i) the sale, transfer, conveyance or other disposition by a Credit Party the Borrower or such Restricted Subsidiary of assets equipment, fixtures or real estate that are obsolete or no longer used or useful in such Credit PartyPerson's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cashbusiness, and (ii) at least seventy-five percent (75%) of sales, transfers, conveyances or other dispositions that, but for the failure to redeploy the proceeds of such sales of assets other than Real Estate are in cash; the time required would be permitted under clauses (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (fc) and (h)d) above, which in the aggregate (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (ei) and (fii)) above, subject to Section 1.3(c), Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties do not have a value that exceeds $3,000,000 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 and other releases as reasonably requested by Borrowersany Fiscal Year.

Sale of Stock and Assets. No Credit Party shall, or shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, in the ordinary course of business; (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business and ’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets having a net book value not exceeding $250,000 in any single transaction or $2,000,000 5,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance leases and subleases of Real Estate not materially interfering with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) ordinary conduct of business of the proceeds of such dispositions are in cashapplicable Credit Parties or otherwise consented to by Agent which consent will not be unreasonably withheld; (f) the sale, transfer, conveyance or other disposition of non-core assets acquired in connection with any Permitted Acquisition or other permitted investment hereunder so long as such sale, transfer, conveyance or other disposition occurs not later than 12 months after the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds date of such sales Permitted Acquisition or other permitted investment, is for fair market value and no Default or Event of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cashDefault exists or would be caused thereby; (g) the transfer sale, transfer, conveyance or other disposition of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described Borrowers’ production facility in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a)Milan, (b), (e), (f) and (h), (A) Tennessee so long as no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing and such sale, transfer, conveyance or other disposition is for fair market value; (h) so long as no Default or Event of Default exists or would result after giving effect be caused thereby, the factoring of accounts receivable owned by the Credit Parties to such disposition; (B) all proceeds any Foreign Subsidiary of any such dispositions shall Holdings on terms and conditions, including, without limitation, requirements that the payment of the applicable purchase price be applied by Agent paid in accordance with Section 1.3(c)cash, and Section 1.11 hereofsubject to documentation, reasonably acceptable to Agent. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (ef), (g) and or (fh) above, subject to Section 1.3(c1.3(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 Borrowers, at Borrowers' ’ expense, appropriate UCC-3 termination statements and other releases as are reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) 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 assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year’s business; (cb) other Equipment and Fixtures having a value not exceeding the US Dollar Equivalent of $250,000 25,000 in any single transaction or the US Dollar Equivalent of $1,000,000 100,000 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) sale the licensing of assets rights to franchisees in connection the ordinary course of business consistent with Permitted Telmark Sale-Leaseback Transactionspractices as in effect on the Closing Date; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basisissuance or sale of Stock of Parent upon exercise of warrants and options pursuant to employee and director incentive, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cashstock option and employee purchase plans; (f) the disposition liquidation of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(Binvestments permitted under Section 6.2(d)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the issuance or transfer of the Stock of the Telmark Entities and Agway Insurance Company Parent to AgwayXxxx Xxxxxx as partial consideration for services provided in brokering the acquisition of certain of the Subordinated Indebtedness; and (h) asset dispositions described the sale of the Mortgaged Property if the Term Loan is repaid in Disclosure Schedule (6.8). With respect to any disposition full from the proceeds of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) such sale and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have has occurred and be continuing is continuing; and (i) any merger or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied liquidation permitted or required by Agent in accordance with Section 1.3(c), and Section 1.11 hereof5.1. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (ba), (c), b) or (d), (e) and (fh) above, subject to Section 1.3(c1.3(b), each 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 and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit Party Borrower shall not, and shall not permit any of its Subsidiaries to, sell, transfer, convey, assign or otherwise dispose of any of its properties 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 its their Accounts, other than (a) the sale of Inventory in the ordinary course of business; , and (b) the sale, transfer, conveyance or other disposition by a Credit Party such Person of assets that are obsolete or no longer used or useful in such Credit PartyPerson's business business, provided that the proceeds received for such sale, transfer, conveyance or other disposition must be cash, Indebtedness permitted under Section 6.3(vii), or new fixed assets received in trade. All cash proceeds received shall be applied as set forth in Section 1.3 above, and having all new fixed assets received must, notwithstanding anything herein to the contrary, (i) be free and clear of all Liens including purchase money Liens other than a net book value Lien in favor of Agent, (ii) be subject, in a manner satisfactory to Agent in Agent's sole discretion, to a first priority security interest in favor of Agent for the benefit of Lenders, and (c) other Equipment and Fixtures; provided that assets which are sold as permitted under clauses (b) and (c) above shall not exceeding exceed $250,000 in any single transaction or $2,000,000 1,250,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale Year of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereofBorrower . With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) and clause (c), (d), (e) and (f) above, subject to Section 1.3(c), 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 Borrower to effect such disposition and shall execute and deliver to BorrowersBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Party shall shall, and Agent does not authorize any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Domestic Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory in the ordinary course of business; , (b) with Agent's prior written consent (such consent not to be unreasonably withheld), the sale, transfer, conveyance or other disposition by a Credit Party of Equipment during the term of this Agreement having an Orderly Liquidation Value not exceeding $50,000,000 in the aggregate, provided however, no disposition may occur if and to the extent that any such contemplated disposition is for a cash amount which is less than the Orderly Liquidation Value of any such asset, (c) the sale, transfer, conveyance or other disposition by Borrowers of the AWI Agreement or the Polymer Stock, (d) transfers between Credit Parties provided that Agent maintains a first priority perfected security interest in the asset transferred, (e) sales of the Capital Stock of any Foreign Subsidiary, and (f) the sale, transfer, conveyance or other disposition by a Credit Party of assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale , provided such Equipment or Fixtures is replaced by Equipment or Fixtures of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan comparable value or worth and provided further that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified Agent maintains a first priority perfected security interest in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default replacement Equipment or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereofFixtures. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) or (c), (d), (e) and (f) above, subject to Section 1.3(c), 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 and other releases as reasonably requested by Borrowers.

Sale of Stock and Assets. No Credit SAVVIS Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) 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 SAVVIS Party of assets Equipment (excluding, however, the Leased Equipment) or Fixtures that are no longer used or useful in such SAVVIS Party’s business provided that, with respect to any dispositions of assets or properties permitted pursuant to this clause (b), the aggregate amount of all such dispositions of Equipment and Fixtures not located as of the Execution Date in any of Lessee’s warehouses and currently scheduled for sale as obsolete or no longer used or useful in such Credit SAVVIS Party's ’s business and having a net book value shall not exceeding exceed $250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; 1,000,000, (c) other Equipment so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of property acquired as part of the C&W Transaction not to exceed two-thirds (2/3) of the book value of the property acquired as part of the C&W Transaction (it being represented by Lessee that the assets subject to the C&W Sale/Leaseback Transactions were acquired as part of the C&W Transaction) in an amount, inclusive of sale/leaseback transactions, not to exceed, from the Effective Date through the Termination Date, Fifty Million Dollars ($50,000,000) (such $50 million being exclusive of the C&W Sale/Leaseback Transactions) and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of properties or other assets in connection with acquired as part of a Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basisTransaction, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent any Asset Dispositions pursuant to the foregoing clause (90%c) or clause (d) shall not adversely impact the operation of the proceeds business of such sales Lessee or the other Credit Parties or of Real Estate are in cash, and the business acquired pursuant to the C&W Transaction; (ii) at least seventy-five percent (75%) of the proceeds of such sales any and all Asset Dispositions shall be used by the seller thereof for its working capital and shall not in any event be used directly or indirectly for the payment or repayment of assets any indebtedness or to retire or pay dividends in respect of any equity issuance (other than Real Estate are in cashthan, at the election of Lessee, the Obligations owing to Lessors and Agent hereunder); (giii) the transfer of shall not include the Stock of the Telmark Entities and Agway Insurance Company to Agway; any Credit Party and (hiv) asset dispositions described in Disclosure Schedule (6.8)shall not be to an Affiliate of any SAVVIS Party. With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all The proceeds of any such dispositions Asset Dispositions permitted pursuant to this Section 6.8 shall not be required to be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereofto the Obligations. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (f) above, subject to this Section 1.3(c)6.8, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable Credit SAVVIS Party to effect such disposition and shall execute and deliver to BorrowersLessee, at Borrowers' Lessee’s expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowersLessee.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties 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 its their Accounts, other than (a) the sale of Inventory in the ordinary course of business; (b) the sale, lease, transfer, conveyance or other disposition of assets in a transaction otherwise expressly permitted by a Credit Party the provisions of this Agreement; (c) the sale, lease, transfer or other disposition of any assets 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 net book value not exceeding $250,000 in any single transaction or $2,000,000 500,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 , so long as the Net Cash Proceeds therefrom are applied in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection accordance with Permitted Telmark Sale-Leaseback TransactionsSection 1.2.3; (e) dispositions the sale, lease, transfer, or other disposition of any asset (other than the stock of any Credit Party) that is replaced, or the replacement of which has been commenced and completed, in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) terms of the proceeds of such dispositions are in cashSection 1.18; (f) the sale, lease , transfer, or other disposition of assets not otherwise permitted under this Section 6.8, in connection an aggregate amount not to exceed $1,000,000, so long as the Net Cash Proceeds therefrom are applied in accordance with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cashSection 1.2.3; (g) the sale, lease, transfer or other disposition of assets as set forth on Disclosure Schedule 6.8 provided that the Stock Net Cash Proceeds of the Telmark Entities and Agway Insurance Company to Agway; such sale, lease, transfer or other disposition are applied as described in Disclosure Schedule 6.8, and (h) asset dispositions described in Disclosure Schedule (6.8)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 assets permitted above other than any disposition assxxx xx xxxxx xxxxxxxxxx xxxxitted pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with this Section 1.3(c), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (f) above, subject to Section 1.3(c)6.8, Agent agrees on reasonable prior written notice to 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 such disposition and shall execute and deliver to Borrowers, 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, assign or otherwise dispose of any of its properties or other assets, except as permitted under SECTION 6.5, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) 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 assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction 1,000,000 (or $2,000,000 the Equivalent Amount thereof) in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 200,000 (or the Equivalent Amount thereof) in any single transaction or $1,000,000 400,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year; (d) sale the transfer by a US Credit Party of Stock or assets in connection with Permitted Telmark Sale-Leaseback Transactionsof a Subsidiary of such US Credit Party to another US Credit Party; and (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) transfer by a European Credit Party of the proceeds Stock or assets of a Subsidiary of such dispositions are in cash; (f) European Credit Party to another European Credit Party, PROVIDED that Borrower Representative shall have provided Agent prior written notice of such transfer and, upon Agent's request, the disposition Borrowers shall have delivered to Agent an opinion of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that counsel acceptable to Agent which shall provide (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of that Agent's Lien on the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of or assets permitted above other than any disposition pursuant to clause (a)so transferred shall, (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; transfer, continue in full force and effect and shall continue to have the priority contemplated by this Credit Agreement and the other Loan Documents, (Bii) that such transfer does not violate applicable law and (iii) such other opinions as Agent may reasonably request, all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), form and Section 1.11 hereofsubstance satisfactory to Agent. With respect to any disposition of assets or other properties permitted pursuant to clauses CLAUSES (b), (c), (d), (e) and (fc) above, subject to Section 1.3(cSECTION 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 Borrowers, 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, assign or otherwise dispose of any of its properties or other assets, except as permitted under Section 6.3 or 6.5, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) 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 assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding $250,000 in any single transaction 1,000,000 (or $2,000,000 the Equivalent Amount thereof) in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 200,000 (or the Equivalent Amount thereof) in any single transaction or $1,000,000 400,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year; (d) sale the transfer by a US Credit Party of assets in connection with Permitted Telmark Sale-Leaseback Transactionsor the Stock of a Subsidiary of such US Credit Party to another US Credit Party; provided that Innovations shall not transfer the Stock of US Borrower to another US Credit Party; (e) dispositions in accordance with the Agricultural Restructuring Plan transfer by a European Credit Party of assets or the Stock of a Subsidiary of such European Credit Party to another European Credit Party, provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds Borrower Representative shall have provided Agent prior written notice of such dispositions are in cash; (f) transfer and, upon Agent's request, the disposition Borrowers shall have delivered to Agent an opinion of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that counsel acceptable to Agent which shall provide (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of that Agent's Lien on the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of or assets permitted above other than any disposition pursuant to clause (a)so transferred shall, (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such dispositiontransfer, continue in full force and effect and shall continue to have the priority contemplated by this Credit Agreement and the other Loan Documents, (ii) that such transfer does not violate applicable law and (iii) such other opinions as Agent may reasonably request, all in form and substance satisfactory to Agent; and (Bf) all proceeds the transfer of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereofassets of the Xxxxxx Rapid Test Group to one or more Credit Parties. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (fc) above, subject to Section 1.3(c1.3(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 Borrowers, 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, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business; , (b) the sale, transfer, conveyance sale or other disposition by a the Credit Party Parties of assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business the Business and having a net book value not exceeding $US$250,000 in any single transaction or $2,000,000 in the aggregate in any Fiscal Year; , (c) the sale or other Equipment and Fixtures disposition of other assets having a book value not exceeding $250,000 in any single transaction or $1,000,000 US$25,000 in the aggregate in any Fiscal Year; , and (d) the sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the or other disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) a Vessel, provided that (i) at least ninety percent no more than one Vessel may be sold or disposed of in any Fiscal Year and no more than three Vessels shall be sold or disposed of during the term of this Agreement, (90%ii) of the net proceeds of such sales of Real Estate are in cash, and sale shall not be less than the greater of: (iix) at least seventy-five percent (75%) % of the proceeds fair market value of such sales of assets other than Real Estate are in cash; (g) the transfer Vessel as of the Stock of Restatement Closing Date (as determined by reference to the Telmark Entities and Agway Insurance Company appraisal delivered on or prior to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (fthe Restatement Closing Date) and (h), y) 75% of the appraised fair market value of such Vessel at the time of such sale and (Aiii) no following such sale or disposition shall be permitted if any Default or Event of Default shall and after the net proceeds have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be been applied by Agent in accordance with Section 1.3(c)) hereof to prepay the US Term Loans or the 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 Section 1.11 hereof(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. With respect to any disposition Without the consent of assets or other properties the Lenders, sales permitted pursuant to clauses (b), (c), (d), (ethe terms of Section 6.9(b) and (fc) above, subject to Section 1.3(c), Agent agrees on reasonable prior written notice to release its Lien on such assets shall not be permitted during the existence of a Default 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 and other releases as reasonably requested by Borrowersan Event of Default.

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of 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 (b) the sale, transfer, conveyance or other disposition by a Credit Party of assets Equipment, Fixtures that are obsolete or no longer used or useful in such Credit Party's ’s business and having a net book an appraised value not exceeding $250,000 50,000 in any single transaction or $2,000,000 250,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets or other properties consisting of Used Railcar Inventory assets permitted above other than any disposition pursuant to clause (a) above, subject to Section 1.3(b), (b), (e), (f) Agent and (h), (A) no the Lenders agree their Lien in such disposition Used Railcar Inventory shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent automatically released in accordance with Section 1.3(c)9-320 of the Code, provided that, the Lien of Agent and Section 1.11 hereofthe Lenders shall attach to the proceeds of such sale. Upon written request by Borrowers, Agent (without the consent of any Lender) shall execute and deliver a partial release with respect to 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 properties permitted pursuant to clauses clause (b), (c), (d), (e) and (f) above, subject to Section 1.3(c1.3(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 Borrowers, 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, or shall permit any Subsidiary of any Credit Party to, sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory Inventory, license of Intellectual Property or the use of cash or cash equivalents, in each case, in the ordinary course of business; , and (b) the sale, transfer, conveyance or other disposition by a Credit Party or any Foreign Subsidiary of assets Equipment or Fixtures that are obsolete or no longer used or useful in such Credit Party's business and ’s or such Foreign Subsidiary’s business; (c) the sale of all of the Stock or substantially all of the assets of Gear so long as (i) no Default or Event of Default exists or would be caused thereby or (ii) Requisite Lenders otherwise consent to such sale; (d) other assets having a net book value not exceeding $250,000 in any single transaction or $2,000,000 5,000,000 in the aggregate in any Fiscal Year; (c) other Equipment and Fixtures having a value not exceeding $250,000 in any single transaction or $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance leases and subleases of Real Estate not materially interfering with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) ordinary conduct of business of the proceeds of such dispositions are in cashapplicable Credit Parties and otherwise consented to by Agent which consent will not be unreasonably withheld; and (f) the disposition sale of all or substantially all of the assets in connection with of the closing of Agway's retail operations identified in the Projections attached hereto Forestry Division so long as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing exists or would result be caused thereby, (ii) Borrowers have delivered updated Projections after giving Pro Forma effect to such disposition; , in form and substance satisfactory to Agent, which shall be substantially similar to the Pro Forma Projections delivered to Agent prior to the Fifth Amendment Effective Date, (Biii) all the disposition is on terms and conditions, and subject to documentation, reasonably acceptable to Agent which shall be on terms and conditions substantially similar to the terms and conditions contained in the draft purchase agreement delivered to Agent prior to the Fifth Amendment Effective Date, (iv) net cash proceeds of any the disposition is not less than $40,000,000, and (v) Borrowers shall either reinvest and/or prepay the Obligations with such dispositions shall be applied by Agent net cash proceeds in accordance with Section 1.3(c1.3(b), and Section 1.11 hereof. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and or (f) above, subject to Section 1.3(c1.3(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 Borrowers, at Borrowers' ’ expense, appropriate UCC-3 termination statements, PPSA financing change statements and other releases as are reasonably requested by Borrowers.”

Sale of Stock and Assets. No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its their Accounts, other than (a) the sale of Inventory (including the sale of Inventory held primarily for rental purposes) in the ordinary course of business; , (b) the sale, transfer, conveyance or other disposition by a Credit Party of assets Equipment, Fixtures or Real Estate that are obsolete or no longer used or useful in such Credit Party's business and having a net book value not exceeding Cdn. $250,000 150,000 (or the Equivalent Amount thereof) in any single transaction or Cdn. $2,000,000 300,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year; , (c) other Equipment and Fixtures having a value not exceeding Cdn. $250,000 25,000 (or the Equivalent Amount thereof) in any single transaction or Cdn. $1,000,000 50,000 (or the Equivalent Amount thereof) in the aggregate in any Fiscal Year; Year and (d) the sale of assets in connection with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on any Real Estate to a Person not an aggregate basisAffiliate of Borrower for not less than fair market value, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto so long as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent Lender has given its prior written consent thereto (90%such consent not to be unreasonably withheld), (ii) of the proceeds of if any Collateral remains on such sales of premises, a landlord's agreement, mortgagee agreement or bailee letter, as applicable, or any other applicable Lien waiver, which is in form and substance satisfactory to Lender, in its sole discretion, has been entered into with respect to such Real Estate are in cashEstate, and (iiiii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are Borrower is otherwise in cash; (g) the transfer of the Stock of the Telmark Entities compliance with Sections 5.9 and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets permitted above other than any disposition pursuant to clause (a), (b), (e), (f) and (h), (A) no such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions shall be applied by Agent in accordance with Section 1.3(c), and Section 1.11 hereof5.10. With respect to any disposition of assets or other properties permitted pursuant to clauses (b), (c), (d), (e) and (fd) above, subject to Section 1.3(c1.3(b), Agent agrees Lender agrees, on reasonable prior written notice notice, to release its Lien on such assets or other properties in order to permit assist the applicable Credit Party to effect in effecting such disposition and shall execute and deliver to BorrowersBorrower, at Borrowers' Borrower's expense, appropriate UCC-3 termination financing change statements and other appropriate releases covering such assets and other properties as reasonably requested by BorrowersBorrower.

Sale of Stock and Assets. No Credit Savvis Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) or any of its Accounts, other than (a) the sale of Inventory in the ordinary course of business; , (b) the Xxxxxxxxx Data Center Sale upon ten (10) Business Days prior written notice, which written notice shall be accompanied by a summary of the terms of such transaction, and, at the request of Agent, at any time, draft documents relating thereto; and Lessee shall deliver true, complete and correct copies of all documents relating thereto not later than ten (10) Business Days following the consummation of such sale, and (c) the sale, transfer, conveyance or other disposition by a Credit Savvis Party of assets Equipment (excluding, however, the Leased Equipment) or Fixtures that are obsolete or no longer used or useful in such Credit Savvis Party's business and having a net book value not exceeding $250,000 in provided that, with respect to any single transaction dispositions of assets or $2,000,000 in properties permitted pursuant to this clause (c), the aggregate in any Fiscal Year; (c) other amount of all such dispositions of Equipment and Fixtures having a value not exceeding $250,000 located as of the Execution Date in any single transaction of Lessee's warehouses and currently scheduled for sale as obsolete or no longer used or useful in such Savvis Party's business shall not exceed $1,000,000 in the aggregate in any Fiscal Year; (d) sale of assets in connection 1,000,000. In addition, with Permitted Telmark Sale-Leaseback Transactions; (e) dispositions in accordance with the Agricultural Restructuring Plan provided that on an aggregate basis, for any rolling 6 month period, at least seventy-five percent (75%) of the proceeds of such dispositions are in cash; (f) the disposition of assets in connection with the closing of Agway's retail operations identified in the Projections attached hereto as Disclosure Schedule (3.4(B)) provided that (i) at least ninety percent (90%) of the proceeds of such sales of Real Estate are in cash, and (ii) at least seventy-five percent (75%) of the proceeds of such sales of assets other than Real Estate are in cash; (g) the transfer of the Stock of the Telmark Entities and Agway Insurance Company to Agway; and (h) asset dispositions described in Disclosure Schedule (6.8). With respect to any disposition of assets or other properties permitted above other than pursuant to this Section 6.8, the Net Proceeds of such asset sales shall be applied as required under Section 1.2(a)(i) or (iv), as applicable, provided that, with respect to any disposition permitted pursuant to clause (a)c) above, (b)Lessee may retain such Net Proceeds for up to 90 days and apply all such proceeds to reinvestment in replacement Equipment and Fixtures, (e)and if not so applied during such 90 day period, (f) and (h), (A) no all such disposition shall be permitted if any Default or Event of Default shall have occurred and be continuing or would result after giving effect to such disposition; (B) all proceeds of any such dispositions Net Proceeds thereof shall be applied by Agent in accordance with as required under Section 1.3(c), 1.2(a)(i) on the 91st day. Lessee shall maintain proper and Section 1.11 hereofseparate accounts on its books and records to reflect such amounts being held for reinvestment. With respect to any disposition of assets or other properties permitted pursuant to clauses clause (b), ) or (c), (d), (e) and (f) above, subject to concurrent receipt of proceeds pursuant to the terms of Section 1.3(c1.2(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 Savvis Party to effect such disposition and shall execute and deliver to BorrowersLessee, at Borrowers' Lessee's expense, appropriate UCC-3 termination statements and other releases as reasonably requested by BorrowersLessee.