Common use of Sale or Lease of Assets Clause in Contracts

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities other than (a) any inventory or other assets sold, leased, licensed or disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, real property, leasehold interests, equipment and securities other than (a) any inventory or other assets sold, leased, licensed leased or disposed of (including through commercial accommodations and going out of business salesor simultaneously replaced with like goods) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal by a Credit Party other than the Borrower of any or all of its assets to another the Borrower or to any other Credit Party so long as (i) the Credit Parties shall cause to be executed and delivered such documentsParty, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not product lines (or the right to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiariesproduce a consumer product or products) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market valuedispositions permitted under this subparagraph (d) shall not exceed $10,000,000 during any fiscal year and, (ii) at the time dispositions permitted under this subparagraph (d) during any fiscal year shall be limited to product lines (or the right to produce a consumer product or products) having aggregate sales for the twelve-month period ending on the fiscal quarter ending immediately preceding the sale in an amount not exceeding ten percent (10%) of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of EBITDA for such Asset Disposition), twelve month period and (iii) after giving effect to any such disposition on a pro forma basis, as a result of if such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if disposition had occurred on the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all first day of the Capital Stock twelve month period ending on the last day of such Domestic Subsidiarythe Borrower's most recently completed fiscal quarter, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties and their Subsidiaries would have been in Eligible Assets and (vi) such transfers do not exceed, compliance with all the financial covenants set forth in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents7.12.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, real property interests (whether owned or leasehold interests), equipment and securities other than (a) any inventory sold or other assets sold, leased, licensed or otherwise disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal by a Domestic Credit Party (other than the Parent or the Borrower) of any or all of its assets to another Domestic Credit Party so long as (i) the Domestic Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Collateral Agent may request in order to maintain the perfection and priority of 104 111 the Administrative Collateral Agent's liens Liens on the assets of the Domestic Credit Parties as required by Section 7.12 and 7.13 and 7.13, (ii) after giving effect to such transaction, no Default or Event of Default exists, exists and (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (iiii) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shalllease, among transfer or other things specify disposal, (d) the aggregate purchase price thereforesale, lease or transfer or other disposal by a Foreign Subsidiary (other than any Foreign Subsidiary Borrower) of any or all of its assets to a Foreign Credit Party so long as (i) the Foreign Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Collateral Agent may request in order to maintain the perfection and priority of the Collateral Agent's Liens on the assets of the Foreign Credit Parties as required by Section 7.12 and 7.13, (ii) all non-cash consideration received in connection with after giving effect to such sale must be pledged to the Collateral Agenttransaction, for the benefit no Default or Event of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, Default exists and (iii) the cash proceeds received in Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale are paid to the Lenders in accordance with Section 3.3sale, lease, transfer or other disposal, (e) the sale, lease or transfer or other disposal by a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary, (f) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital StockFair Market Value, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12the sale of the property located at 901 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx xxx (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of above in this Section 8.5, ; provided that (i) the transfer is for fair market valueFair Market Value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition)either prior to or after giving effect thereto, (iii) as a result at least 75% of the consideration received for such transfer, no Material Adverse Effect would occur or be reasonably expected to occurtransfer is in cash, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock proceeds of such Domestic Subsidiary, (v) the proceeds from transfer are within 270 days of such transfer are, within 12 months from the date of such transfer, (A) reinvested in Eligible Assets or (B) applied as a mandatory prepayment pursuant to in accordance with Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (viv) such transfers do not exceedexceed (A) $10,000,000 during any one fiscal year or (B) $40,000,000, in the aggregate, $25,000,000, during any fiscal yearthe term of this Credit Agreement. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stockassets, including, without limitation, amendments or terminations of UCC financing statements, statements and the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documentscertificates.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interestsequipment, equipment real property interests (whether owned or leasehold), and securities securities, other than (a) any inventory sold or other assets sold, leased, licensed or otherwise disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, ; (b) the sale, lease, transfer or other disposal by a Credit Party (other than the Borrower) of any or all of its assets to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and business or the location trade in of Collateral provisions set forth equipment for equipment in the Credit Documents, the sale, lease better condition or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default exists, better quality; (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment; (e) the lease or sublease of real property interests in the ordinary course of business; (f) accounts receivable and related rights and interests sold to GE Capital pursuant to the terms of the GE Capital Dealer Agreement; (g) leases related to vans for MaxCare franchises not to exceed $3,500,000, in the aggregate, during the term of this Credit Agreement; (h) transfers permitted the sale of that certain real property owned by Section 8.12the Borrower and located at 0000 Xxxxx Xxxxxxx 00, Xxxxxx, Xxxxx Xxxxxxxx; PROVIDED that the proceeds from the sale of such real property (net of reasonable transaction costs payable to third parties and taxes paid or a good faith estimate of the taxes payable with respect to such proceeds) shall be deposited in the Cash Collateral Account and shall be subject to the terms of the Credit Documents relating to the Cash Collateral Account; and (i) other sales of assets, including Collateral, assets not to exceed $5,000,0002,500,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections term of this Section 8.5, provided that (i) Credit Agreement in connection with the transfer is for fair market value, (ii) at the time closing and liquidation of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documentsretail stores.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, Directly or indirectly sell, lease, assign, transfer or otherwise dispose of, in one transaction of any of its Property (including any portion of any Equity Interest owned by the Borrower or a series of transactionsManaging Member), all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities other than acquired except: (a) any inventory or other assets sold, leased, licensed or disposed the granting of (including through commercial accommodations and going out of business sales) in Liens to the ordinary course of business, Collateral Agent; (b) obsoletewith respect to the property of a Subject Fund, idle to the extent permitted (without requiring any amendment, consent, waiver, or worn-out assets no longer used vote by any member of a Subject Fund, including any Investor, under the terms and conditions of such Material Project Documents and Other [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Documents unless such amendment, consent or useful waiver is approved in its business, accordance with the terms hereof) pursuant to any Material Project Document or Other Document; (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal any Restricted Payment by a Credit Party of any Subject Fund to a Managing Member or all of its assets from the Managing Member to another Credit Party the Borrower; (d) so long as (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default existshas occurred and is continuing or would result therefrom, the sale by Borrower of a Subject Fund (d) including, without limitation, the sale of the assets Equity Interests in a Managing Member or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received Equity Interests in such sale are paid to Subject Fund or the Lenders applicable Managing Member) in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, an arm’s length transaction; provided that (i) the transfer consideration for such sale is for fair market valuepaid entirely in cash and, subject to Section 2.10(b), is paid directly into the Revenue Account, (ii) at as evidenced by a Borrowing Base Certificate delivered by Borrower to Administrative Agent giving pro forma effect to such sale, the time Available Borrowing Base exceeds the Outstanding Principal, and (iii) such sale will be non-recourse to the Borrower, any Loan Party not fully disposed as part of transfer such sale, or any other Subject Fund and Borrower and the remaining Loan Parties will cease to have any obligation, liability or responsibility in respect of any disposed Subject Fund and any disposed Loan Party; (e) the sale by Borrower of its interest in one or more Permitted Swap Agreements, in whole or in part, so long as: (i) in connection with a refinancing transaction pursuant to Section 2.10(b), (1) the Partial Release Conditions are satisfied and (2) immediately after giving effect to the refinancing transaction and such sale, the Borrower has in place Permitted Swap Agreements that collectively satisfy the requirements of Section 5.20(a)(i); and (ii) in any other connection, (1) no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition)has occurred and is continuing, (iii2) no Repayment Event has occurred and is continuing, and (3) immediately after giving effect to such sale, the Borrower has in place Permitted Swap Agreements that collectively satisfy the requirements of Section 5.20(a)(i). For the avoidance of doubt, this Section 6.4 does not prohibit any transfer, assignment, early termination or unwind (including partial early termination or partial unwind) of any Permitted Swap Agreement in accordance with the terms therein, for so long as a result of immediately after giving effect to such transfer, no Material Adverse Effect would occur assignment, early termination or be reasonably expected to occurunwind, (iv1) if the transfer involves the stock no Default or Event of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic SubsidiaryDefault has occurred and is continuing, (v2) no Repayment Event has occurred and is continuing, and (3) the proceeds from such transfer are, within 12 months from Borrower has in place Permitted Swap Agreements that collectively satisfy the date requirements of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents5.20(a)(i).

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or to make any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities Asset Disposition other than (a) any inventory the sale, transfer or other assets sold, leased, licensed or disposed disposition of (including through commercial accommodations and going out "margin stock" within the meaning of business sales) in the ordinary course of businessRegulation U, (b) obsolete, idle or wornthe non-out assets no longer used or useful in its business, (c) subject recourse sale of trade accounts receivable to Section 7.12 and a Person that is not an Affiliate of the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Borrower provided that (i) at the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority time of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 sale (and 7.13 and (ii) after giving effect to such transaction, thereto) no Default or Event of Default exists, (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfersale, no Material Adverse Effect would occur or be reasonably expected to occur, and (iviii) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock amount of such Domestic Subsidiary, (v) the proceeds from receivables subject to such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers sales do not exceed, in the aggregate, $25,000,0007,000,000 at any time outstanding, (c) other sales of equipment provided that (i) the sale is for fair market value, (ii) the sale is for cash consideration, (iii) at the time of the sale (and after giving effect thereto) no Default or Event of Default exists, (iv) as a result of such sale, no Material Adverse Effect would occur or be reasonably expected to occur and (v) such sales do not exceed, in the aggregate, $1,000,000 during any fiscal year. Upon a sale , (d) sales of assets product lines (or the right to produce a consumer product or products) provided that (i) the dispositions permitted under this subparagraph (d) shall not exceed $20,000,000 during any fiscal year and, (ii) the dispositions permitted under this subparagraph (d) during any fiscal year shall be limited to product lines (or the right to produce a consumer product or products) having aggregate sales for the twelve-month period ending on the fiscal quarter ending immediately preceding the sale or in an aggregate amount not exceeding ten percent (10%) of EBITDA for such twelve month period and (iii) the Credit Parties shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such disposition on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12, (e) the transfer by the Borrower of the Capital Stock of Chattem (U.K.) Limited to Chattem Global Consumer Products Limited, (f) the sale, lease or transfer or other disposal by a Foreign Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver Borrower of any or all of its assets (including the Capital Stock of any of its Subsidiaries) to any other Subsidiary of the Borrower, upon Borrower and (g) the sale of the Borrower's request Cessna Model 650 with Manufacturer's Serial No. 650-0034 and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit DocumentsFAA Registration No. N650GH.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities other than (a) any inventory or other assets sold, leased, licensed or disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, (b) obsolete, idle or worn-out assets no longer used or useful in its business, (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as (i) the 85 Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Collateral Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the sale of the assets or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (ge) the transfer of assets which constitute a Permitted Investment, Investment and (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (jf) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer sale is for fair market value, (ii) the sale is for cash consideration, (iii) at the time of transfer the sale (and after giving effect thereto) no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition)exists, (iiiiv) as a result of such transfersale, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer sale are, within 12 months from the date of such transfersale, (A) applied as a mandatory prepayment pursuant to in accordance with Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) and such transfers sales do not exceed, in the aggregate, $25,000,000, 1,000,000 during the term of this Credit Agreement. The parties hereto agree that any fiscal yeardisposition of assets to a Person (other than a Credit Party) permitted by this Section 8.5 shall be free and clear of the Liens of the Collateral Agent. Upon a sale of assets or the sale or of Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey6.4.1 Except as permitted in Section 6.4.2 below, sell, lease, assign, transfer or otherwise dispose ofof assets, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities other than acquired except (a) any inventory or other assets sold, leased, licensed or disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of businessits business as contemplated by the Operative Documents, (b) obsolete, idle to the extent that such property is worn out or worn-out assets no longer used useful or useful usable in its businessconnection with the operation of a relevant Project, and in each case at fair market value, or (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documentscase of a transfer of 100% of the ownership interests in a Project Owner, a Turbine Owner or an Equipment Finance Company party to an Equipment Lease with respect to a Funded Project from a direct or indirect wholly-owned Subsidiary of Borrower to Borrower or another direct or indirect wholly-owned Subsidiary of Borrower. 6.4.2 (a) (a) Borrower shall be permitted to implement the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as -leaseback financing contemplated in the South Point Lease on the conditions that (i) the Credit Parties shall cause to be executed and delivered such documentsat least two wholly owned or three partially or wholly owned Subsequent Projects have become Funded Subsequent Projects, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect concurrently with the closing of such sale-leaseback financing Borrower use all of the net proceeds of such financing and, to the extent necessary, make additional Contributions to prepay the Loans in an amount equal to the greater of (A) the book value of the South Point Project calculated in accordance with GAAP and (B) the net proceeds of such transactionsale-leaseback, (iii) no Inchoate Default or Event of Default exists, has occurred and is continuing and (div) the sale Borrower's Four-Quarter Portfolio Interest Coverage Ratio as of the assets most recent calendar quarter shall equal or Capital Stock exceed [*] to 1.00. Upon satisfaction of any Foreign Subsidiary to a Person other than a Subsidiary each of the Borrower so long as (i) the Borrower shall give the foregoing conditions Administrative Agent at least 30 days' prior written notice of shall execute and deliver to Borrower such saledocuments and instruments, which notice shallincluding UCC-3 termination statements, among other things specify as reasonably may be necessary to release the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged Liens on the South Point Project Collateral granted to the Collateral Agent, for the benefit of the Lenders, Banks pursuant to documentation reasonably requested by the South Point Deed of Trust and the other Collateral AgentDocuments and, and any proceeds received from such non-cash consideration shall be paid at Borrower's election, to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) permit the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not the South Point Project Collateral to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) another Person or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit DocumentsPersons.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, Directly or indirectly sell, lease, assign, transfer or otherwise dispose of, in one transaction of any of its Property (including any portion of any Equity Interest owned by the Borrower or a series of transactionsManaging Member), all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, equipment and securities other than acquired except: (a) any inventory or other assets sold, leased, licensed or disposed the granting of (including through commercial accommodations and going out of business sales) in Liens to the ordinary course of business, Collateral Agent; (b) obsoletewith respect to the property of a Subject Fund, idle to the extent permitted (without requiring any amendment, consent, waiver, or worn-out assets no longer used vote by any member of a Subject Fund, including any Investor, under the terms and conditions of such Material Project Documents and Other Documents unless such amendment, consent or useful waiver is approved in its business, accordance with the terms hereof) pursuant to any Material Project Document or Other Document; (c) subject to Section 7.12 and the location of Collateral provisions set forth in the Credit Documents, the sale, lease or transfer or other disposal any Restricted Payment by a Credit Party of any Subject Fund to a Managing Member or all of its assets from the Managing Member to another Credit Party the Borrower; and *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (d) so long as (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 and (ii) after giving effect to such transaction, no Default or Event of Default existshas occurred and is continuing or would result therefrom, the sale by Borrower of a Subject Fund (d) including, without limitation, the sale of the assets Equity Interests in a Managing Member or Capital Stock of any Foreign Subsidiary to a Person other than a Subsidiary of the Borrower so long as (i) the Borrower shall give the Administrative Agent at least 30 days' prior written notice of such sale, which notice shall, among other things specify the aggregate purchase price therefore, (ii) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, and (iii) the cash proceeds received Equity Interests in such sale are paid to Subject Fund or the Lenders applicable Managing Member) in accordance with Section 3.3, (e) the sale or other dispositions of Cash Equivalents for fair market value, (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, (h) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, an arm’s length transaction; provided that (i) the transfer consideration for such sale is for fair market valuepaid entirely in cash, (ii) at as evidenced by a Borrowing Base Certificate delivered by Borrower to Administrative Agent giving pro forma effect to such sale, the time of transfer no Default or Event of Default exists (except as would be cured through Available Borrowing Base exceeds the application of the Net Cash Proceeds of such Asset Disposition)Outstanding Principal, and (iii) as a result of such transfer, no Material Adverse Effect would occur or sale will be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall deliver non-recourse to the Borrower, upon the Borrower's request any Loan Party not fully disposed as part of such sale, or any other Subject Fund and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's security interest in such assets or stock, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates Borrower and the release remaining Loan Parties will cease to have any obligation, liability or responsibility in respect of a Guarantor (as applicable) from its obligations under the Credit Documentsany disposed Subject Fund and any disposed Loan Party.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interestsequipment, equipment real property interests (whether owned or leasehold), and securities securities, other than (a) any inventory sold or other assets sold, leased, licensed or otherwise disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, ; (b) the sale, lease, transfer or other disposal by a Credit Party (other than the Borrower) of any or all of its assets to the Borrower or to another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets (including inventory) no longer used or useful in its business, (c) subject not to Section 7.12 and the location of Collateral provisions set forth exceed, in the aggregate, a book value of $36,000,000 during the term of this Credit Documents, the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Agreement; (d) (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority sale of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 unimproved real estate and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the sale of existing stores (together with related fixtures but not including inventory) not to exceed, in the aggregate, a book value of $24,000,000 during the term of this Credit Agreement; provided that any sale of assets or Capital Stock of any Foreign Subsidiary pursuant to a Person other than a Subsidiary of this Section 8.5(d) shall be subject to the Borrower so long as following conditions: (iA) the Borrower shall give the Administrative Agent Agents at least 30 10 days' prior written notice of such sale, which notice shall, among other things things, specify the aggregate purchase price therefore, (iiB) at least 75% of the consideration paid in connection therewith shall consist of cash (excluding as cash any amounts held in reserve for adjustments, whether for indemnification or otherwise), (C) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, 3.3(b) and (iiic), (D) the cash proceeds Net Cash Proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, 3.3 and (E) all such sales must be for fair market value; (e) the sale or other dispositions issuance of Cash Equivalents for fair market value, capital stock if the proceeds are forwarded in accordance with Section 3.3(b) and (c); (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, ; or (hg) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year8.6. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall promptly deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's Lenders' security interest in such assets or stockassets, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents.

Sale or Lease of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interestsequipment, equipment real property interests (whether owned or leasehold), and securities securities, other than (a) any inventory sold or other assets sold, leased, licensed or otherwise disposed of (including through commercial accommodations and going out of business sales) in the ordinary course of business, ; (b) the sale, lease, transfer or other disposal by a Credit Party (other than the Borrower) of any or all of its assets to the Borrower or to another Credit Party; (c) obsolete, slow moving, idle or worn-worn out assets (including inventory) no longer used or useful in its business, (c) subject not to Section 7.12 and the location of Collateral provisions set forth exceed, in the aggregate, a book value of $5,000,000 during the term of this Credit Documents, the sale, lease or transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Agreement; (d) (i) the Credit Parties shall cause to be executed sale of unimproved real estate or stores which are unfinished and delivered such documents, instruments and certificates as the Administrative Agent may request in order to maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.12 and 7.13 not operating and (ii) after giving effect to such transaction, no Default or Event of Default exists, (d) the sale of existing stores (together with related fixtures but not including inventory) not to exceed, in the aggregate, a book value of $24,000,000 during the term of this Credit Agreement; provided that any sale of assets or Capital Stock of any Foreign Subsidiary pursuant to a Person other than a Subsidiary of this Section 8.5(d) shall be subject to the Borrower so long as following conditions: (iA) the Borrower shall give the Administrative Agent Agents at least 30 10 days' prior written notice of such sale, which notice shall, among other things things, specify the aggregate purchase price therefore, (iiB) at least 75% of the consideration paid in connection therewith shall consist of cash (excluding as cash any amounts held in reserve for adjustments, whether for indemnification or otherwise), (C) all non-cash consideration received in connection with such sale must be pledged to the Collateral Agent, for the benefit of the Lenders, pursuant to documentation reasonably requested by the Collateral Agent, and any proceeds received from such non-cash consideration shall be paid to the Lenders when received in accordance with Section 3.3, 3.3(b) and (iiic), (D) the cash proceeds Net Cash Proceeds received in such sale are paid to the Lenders in accordance with Section 3.3, 3.3 and (E) all such sales must be for fair market value; (e) the sale or other dispositions issuance of Cash Equivalents for fair market value, capital stock if the proceeds are forwarded in accordance with Section 3.3(b) and (c); (f) the issuance of Capital Stock, (g) the transfer of assets which constitute a Permitted Investment, ; or (hg) transfers permitted by Section 8.12, (i) other sales of assets, including Collateral, not to exceed $5,000,000, in the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all of the Capital Stock of any one of its Subsidiaries) or (j) other sales of assets, in addition to those permitted by the other subsections of this Section 8.5, provided that (i) the transfer is for fair market value, (ii) at the time of transfer no Default or Event of Default exists (except as would be cured through the application of the Net Cash Proceeds of such Asset Disposition), (iii) as a result of such transfer, no Material Adverse Effect would occur or be reasonably expected to occur, (iv) if the transfer involves the stock of a Domestic Subsidiary, the transfer constitutes all of the Capital Stock of such Domestic Subsidiary, (v) the proceeds from such transfer are, within 12 months from the date of such transfer, (A) applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or (B) reinvested by the Credit Parties in Eligible Assets and (vi) such transfers do not exceed, in the aggregate, $25,000,000, during any fiscal year8.6. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.5, the Collateral Agent shall promptly deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Collateral Agent's Lenders' security interest in such assets or stockassets, including, without limitation, amendments or terminations of UCC financing statements, the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documents.