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, 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) 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by the Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) the after giving effect to any such sale, 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 Subsidiaryother disposal, the transfer constitutes Credit Parties shall be in compliance with all of the Capital Stock terms and conditions of such Domestic Subsidiary, (v) this Credit Agreement and 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 other 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 stockDocuments, including, without limitation, amendments the terms of Section 7.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or terminations other disposal shall be (A) first, applied to all outstanding Reimbursement Obligations, (B) second, applied to all outstanding Swingline Loans (first to Floating Rate Loans and then to Index Rate Swingline Loans in direct order of UCC financing statementsInterest Period maturities), (C) third, applied to all outstanding Revolving Loans (first to Floating Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the return Borrower shall deliver to the Administrative Agent a certificate executed by an Authorized Officer certifying on behalf of stock certificates the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the release terms of a Guarantor the foregoing clause (as applicableii), and (h) from its obligations under other sales of assets in the Credit Documentsordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 7.2.

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, including inventory, receivables, leasehold interestsequipment, equipment real property interests (whether owned or leasehold), and securities securities, other than 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock Equity Interests or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the transfer is for fair market valueCredit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (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 net cash proceeds from any such sale, transfer are, within 12 months from the date of such transfer, or other disposal shall be (A) first, applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in Eligible Assets the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (viiii) promptly after the net cash proceeds from any such transfers do not exceedsale, in the aggregatetransfer or other disposal have been so utilized, $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 Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the Borrower, upon amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release terms of the Collateral Agent's security interest foregoing clause (ii), and (h) other sales of assets in such assets or stockthe ordinary course of business so long as, includingafter giving effect thereto, without limitation, amendments or terminations of UCC financing statements, Borrower is in compliance with the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documentsfinancial covenants set forth in Section 6.02.

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) 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by the Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) the after giving effect to any such sale, 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 Subsidiaryother disposal, the transfer constitutes Credit Parties shall be in compliance with all of the Capital Stock terms and conditions of such Domestic Subsidiary, (v) this Credit Agreement and 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 other 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 stockDocuments, including, without limitation, amendments the terms of Section 5.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or terminations other disposal shall be (A) first, applied to all outstanding Reimbursement Obligations, (B) second, applied to all outstanding Swingline Loans (first to ABR Loans and then to Index Rate Swingline Loans in direct order of UCC financing statementsInterest Period maturities), (C) third, applied to all outstanding Revolving Loans (first to ABR Loans and then to Eurodollar Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the return Borrower shall deliver to the Administrative Agent a certificate executed by an Authorized Officer certifying on behalf of stock certificates the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the release terms of a Guarantor the foregoing clause (as applicableii), and (h) from its obligations under other sales of assets in the Credit Documentsordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 5.2.

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, including inventory, receivables, leasehold interestsequipment, equipment real property interests (whether 71 owned or leasehold), and securities securities, other than 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock Equity Interests or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the transfer is for fair market valueCredit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (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 net cash proceeds from any such sale, transfer are, within 12 months from the date of such transfer, or other disposal shall be (A) first, applied as a mandatory prepayment pursuant to Section 3.3(b)(ii) or all outstanding Unreimbursed Amounts, (B) second, applied to all outstanding Swing Line Loans, (C) third, applied to all outstanding Committed Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in Eligible Assets the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (viiii) promptly after the net cash proceeds from any such transfers do not exceedsale, in the aggregatetransfer or other disposal have been so utilized, $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 Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the Borrower, upon amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release terms of the Collateral Agent's security interest foregoing clause (ii), and (h) other sales of assets in such assets or stockthe ordinary course of business so long as, includingafter giving effect thereto, without limitation, amendments or terminations of UCC financing statements, Borrower is in compliance with the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documentsfinancial covenants set forth in Section 6.02.

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) 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by the Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) the after giving effect to any such sale, 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 Subsidiaryother disposal, the transfer constitutes Credit Parties shall be in compliance with all of the Capital Stock terms and conditions of such Domestic Subsidiary, (v) this Credit Agreement and 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 other 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 stockDocuments, including, without limitation, amendments the terms of Section 7.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or terminations other disposal shall be (A) first, applied to all outstanding Revolving Loans (first to Base Rate Loans and then to Eurodollar Loans and Index Rate Swingline Loans in direct order of UCC financing statementsInterest Period maturities) and (B) second, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the return Borrower shall deliver to the Administrative Agent a certificate executed by an Authorized Officer certifying on behalf of stock certificates the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the release terms of a Guarantor the foregoing clause (as applicableii), and (h) from its obligations under other sales of assets in the Credit Documentsordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 7.2.

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, including inventory, receivables, leasehold interestsequipment, equipment real property interests (whether owned or leasehold), and securities securities, other than 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 lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party so long as Party; (ic) the Credit Parties shall cause to be executed and delivered such documentsobsolete, instruments and certificates as the Administrative Agent may request slow-moving, idle or worn-out assets no longer used or useful 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, its business; (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) any Equity Issuance by Borrower; (f) the sale, (h) transfers permitted by Section 8.12, (i) other sales lease or sublease of assets, including Collateral, not to exceed $5,000,000, real property interests in the aggregateordinary course of business; (g) the sale, during any fiscal year (provided that no Domestic Subsidiary may sell less than transfer or other disposal for fair market value of all or substantially all of the Capital Stock Equity Interests or assets of any one of its Subsidiaries) or (j) other sales of assets, in addition a Guarantor to those permitted by the other subsections of this Section 8.5, a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the transfer is for fair market valueCredit Parties shall be in compliance with all of the terms and conditions of this Agreement and the other Credit Documents, including the terms of Section 6.12 and the definition of Material Subsidiary, (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 net cash proceeds from any such sale, transfer are, within 12 months from the date of such transfer, or other disposal shall be (A) first, applied as a mandatory prepayment pursuant to Section 3.3(b)(iiall outstanding Loans (first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities) or and (B) second, reinvested in the business of the Credit Parties or used by the Credit Parties in Eligible Assets the ordinary course of business within ninety (90) days after the closing of such transfer, sale or other disposal and (viiii) promptly after the net cash proceeds from any such transfers do not exceedsale, in the aggregatetransfer or other disposal have been so utilized, $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 Borrower shall deliver to Administrative Agent a certificate executed by a Responsible Officer certifying on behalf of Borrower (A) as to the Borrower, upon amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release terms of the Collateral Agent's security interest foregoing clause (ii), and (h) other sales of assets in such assets or stockthe ordinary course of business so long as, includingafter giving effect thereto, without limitation, amendments or terminations of UCC financing statements, Borrower is in compliance with the return of stock certificates and the release of a Guarantor (as applicable) from its obligations under the Credit Documentsfinancial covenants set forth in Section 6.02.

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 a 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 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, ; (e) the issuance of Capital Stock by a Borrower; (f) the lease or sublease of real property interests in the ordinary course of business; (g) the license of intellectual property in the ordinary course of business; (h) transfers permitted by Section 8.12, the sale of accounts receivable and related rights pursuant to a Permitted Receivables Financing; (i) other sales the sale of assets, including Collateral, not to exceed $5,000,000, in Fife for consideration that the aggregate, during any fiscal year (provided that no Domestic Subsidiary may sell less than all Board of Directors of the Capital Stock of any one of its Subsidiaries) or U.S. Borrower shall have determined in good faith is economically fair and reasonable to the Credit Parties; and (j) other sales of assetsassets in the ordinary course of business not to exceed (x) $5,000,000, in addition to those permitted by the other subsections aggregate for all Credit Parties and their Subsidiaries, during any fiscal year of the Credit Parties or (y) $20,000,000, in the aggregate for all Credit Parties and their Subsidiaries, during the term of this Section 8.5, Credit Agreement; provided that the net cash proceeds from any sale of assets pursuant to this clause (h) must either (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 within twelve months of such sale in Eligible Assets or (ii) delivered to the U.S. Administrative Agent and/or the Canadian Administrative Agent, as applicable, to permanently reduce the U.S. Revolving Committed Amount and/or the Canadian Revolving Committed Amount as requested by the applicable Credit Party and (vi) such transfers do not exceed, in accordance with the aggregate, $25,000,000, during any fiscal yearterms hereof. Upon a sale of assets or the sale or Capital Stock of a Subsidiary of a Credit Party permitted by this Section 8.59.5, the Collateral Agent shall promptly deliver to the BorrowerBorrowers, upon the Borrower's Borrowers' request and at the Borrower's Borrowers' 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-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) (i) the sale, lease, transfer or other disposal by a Maxim Group Party (other than the Borrower) of any or all of its assets to another Maxim Group Party and (ii) the sale, lease, transfer or other disposal by a Maxim Retail Party (other than Maxim Retail) of any or all of its assets to another Maxim Retail 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) the sale by the Maxim Group Parties of assets in an amount not to exceed $35,000,000 pursuant to a sale leaseback transaction on terms and conditions satisfactory in form and substance to the Administrative Agent and (h) transfers permitted by Section 8.12, (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 yearretail stores. 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 Administrative 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 Administrative Agent's 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, 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 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; (id)(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.

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 and the Parent) 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) subject to the prepayment provisions in Section 3.3(b)(iv), the issuance of Capital Stock by a Credit Party; (f) the lease or sublease of real property interests in the ordinary course of business; (g) the license of intellectual property in the ordinary course of business; (h) transfers permitted by Section 8.12the Miami Facility, (i) the shares of Common Stock of Global Telecommunications Solutions and of Shared Technology owned by Peoples immediately prior to the Peoples Merger; (j) the discount in the ordinary course of business of an account receivable from an account debtor of a Credit Party; (k) the sale of non-core assets received in connection with a Permitted Acquisition if such assets are sold (or contracted to be sold) within 180 days of when acquired and if such sales do not exceed, in the aggregate, $10,000,000; and (l) other sales of assets, including Collateral, assets not to exceed $5,000,000, in the aggregate, during any fiscal year (the term of this Credit Agreement; 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 sales of such transfer, assets in this clause (l) must either (A) applied be reinvested (or a contract evidencing reinvestment must be entered into) by the Credit Parties within 180 days of such sale in similar assets or such other assets as a mandatory prepayment pursuant to Section 3.3(b)(ii) are useful in the ordinary conduct of the business of the Credit Parties or (B) reinvested by paid to the Credit Parties in Eligible Assets and Lenders as a prepayment of the Loans (vi) such transfers do not exceed, to be applied in the aggregate, $25,000,000, during any fiscal yearmanner set forth in the second sentence of Section 3.3(c)). 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 statementsstatements and if applicable, the return of stock certificates and such assets if they are in the release possession of a Guarantor (as applicable) from its obligations under the Credit DocumentsCollateral Agent.