Common use of Sales, Etc Clause in Contracts

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowertransfer, whether now owned or hereafter acquired by such Borrowerassign, or permit any Significant Subsidiary of such Borrower to do so; providedexchange, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer convey or otherwise dispose of (whether in one transaction or each a series of transactions) “Transfer”), or permit any of its Subsidiaries to sellTransfer, leaseany assets, transfer except: (i) (A) Transfers of Inventory (including unusable, excess or dispose of (whether in one transaction or a series of transactionsslow-moving Inventory) assets located and delinquent accounts receivables in the United States (other than any assets that are purported to be conveyed ordinary course of its business and Transfers of accounts receivables in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as the private label credit card programs in the ordinary course of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]business, (B) [reserved]the granting of any option or other right to purchase, lease or otherwise acquire Inventory and delinquent accounts receivables in the ordinary course of its business; and (C) dispositions of cash and Cash Equivalents in the saleordinary course of business; (ii) (A) Transfers of assets among Loan Parties; (B) Transfers of assets among Subsidiaries that are not Loan Parties; (C) Transfers of assets from Subsidiaries that are not Loan Parties to Loan Parties; and (D) Transfers of assets from Loan Parties to Subsidiaries that are not Loan Parties in a transaction that would be permitted under clause (i) of Section 5.02(f) if such Transfer had been a transaction involving cash; provided that, leasefor purposes of determining the application of each of clauses (A) through (D) above in connection with any Transfer made in connection with reorganizing or restructuring of Subsidiaries, transfer any Transfer or series of related Transfers between Loan Parties and/or Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any such assets transferred without regard to any intermediate holder of such assets; (iii) Transfers of unneeded, used, worn out, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Loan Parties, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Loan Parties taken as a whole; (iv) Transfers in connection with any Borrower’s assets transaction in which there is an Extraordinary Receipt; (v) Transfers for fair value, the proceeds of which are less than $2,000,000 for any such single transaction and the proceeds of which when aggregated with all other such Transactions during a fiscal year are less than $10,000,000; (vi) Leases and subleases, licenses and sublicenses of real or personal property in the ordinary course of business; (vii) Licensing of intellectual property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to another Borrowergeographic areas, particular fields of use, customized products for customers or limited time periods; (viii) Any liquidation or dissolution of a Subsidiary so long as its immediate parent becomes the owner of another Borrower or its assets; (ix) Transfers of assets consisting of accounts receivable in a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their transaction involving Foreign Subsidiaries are being transferred, in each case that would be permitted under this clause (C), pursuant to viii) of Section 5.02(b) if such Transfer had been a transaction permitted under subsection involving Debt; (cx) belowthe Transactions as contemplated by the Transaction Documents; (xi) mergers, amalgamations, consolidations and dissolutions in compliance with Section 5.02(d); (xii) Investments in compliance with Section 5.02(f); (xiii) discounts or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof; and (xiv) Permitted Liens.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; , or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any the Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers the Borrower or their its Subsidiaries are being transferred, in each the case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, , (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (i) sales of inventory in the ordinary course of its business, (whether ii) sales, transfers or other dispositions of obsolete or worn-out tools, equipment or other property (including leasehold interests) no longer used or useful in one business and sales of intellectual property determined to be uneconomical, negligible or obsolete, (iii) sales, leases, transfers and other dispositions of assets (other than Foreign Assets) by (w) the Company to any Subsidiary Guarantor, (x) any Subsidiary Guarantor to any other Subsidiary Guarantor (y) by any Subsidiary of the Company to the Company or (z) any Subsidiary of the Company that is not a Subsidiary Guarantor to any other Subsidiary of the Company, (iv) sales, leases, transfers and other dispositions of Foreign Assets by the Company or any of its Subsidiaries to the Company or any of its Subsidiaries, (v) in addition to the sales permitted in clauses (i), (ii), (iii) and (iv) above, sales of assets for fair value, provided that in the case of the sale of any asset pursuant to this clause (v) in a single transaction or a series of transactions) assets located related transactions in an aggregate amount exceeding $20,000,000, the fair value of such asset shall have been determined in good faith by the Board of Directors of the Company, provided, further, that in the United States (other than any case of sales of assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transactionthis clause (v) having an aggregate book value (determined as consideration of $100,000,000 or more individually or $250,000,000 or more in the aggregate, the Borrowers shall, on the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to receipt by any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; providedSubsidiaries of the Net Cash Proceeds from such sale, however, that prepay the limitation in this clause (ii) shall not in any way restrictAdvances pursuant to, and shall not apply toin the amount and order of priority set forth in, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection 2.10(b), pursuant to a transaction permitted under subsection as specified therein, and (cvi) belowsales or transfers of receivables (and related assets) in connection with Permitted Receivables Financings.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell (iincluding sales and issuances of Capital Stock of any Restricted Subsidiary (other than sales and issuances that do not decrease the percentage ownership of the Borrower and its Restricted Subsidiaries in each class of Capital Stock of such Restricted Subsidiary)), lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (provided that the issuance and sale of stock by the Borrower shall not be subject to this Section 7.5): (a) Sellthe Borrower and its Restricted Subsidiaries may sell or dispose of inventory or immaterial assets in the ordinary course of business; (A) the Borrower may sell, lease, transfer or otherwise dispose of any shares of common stock its property or assets to any of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrictRestricted Subsidiaries, and shall not apply to, (B) any Specified Disposition; or (ii) of the Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its property or assets to the Borrower or any of the other Restricted Subsidiaries; provided that, in each case (other than in connection with Intercompany Receivables), (x) if the transferor in such transaction is a Domestic Subsidiary and the transferee in such transaction is a Domestic Subsidiary, on a pro forma basis, the Borrower and its Restricted Subsidiaries would be in compliance with Section 7.16 and (y) if the transferee in such transaction is a Foreign Subsidiary (or any other Non-Guarantor Subsidiary), such transaction is permitted by Section 7.6; (c) any Restricted Subsidiary of the Borrower that is no longer actively engaged in any business or activities and does not have property and assets with an aggregate book value in excess of $1,000,000 may be wound up, liquidated or dissolved so long as such winding up, liquidation or dissolution is determined in good faith by management of the Borrower to be in the best interests of the Borrower and its Restricted Subsidiaries; (d) the Borrower and its Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of (whether in one transaction any obsolete, damaged or a series of transactions) worn out or surplus equipment or any other assets located or property that is otherwise no longer useful in the United States conduct of their businesses; (e) the Borrower and its Restricted Subsidiaries may lease, sublease, license or sublicense Real Property or other than any assets that are purported to the extent required for their respective businesses and operations in the ordinary course so long as such lease, sublease, license or sublicense is not otherwise prohibited under the terms of the Loan Documents; (f) the Borrower and its Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of property and assets not otherwise permitted to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed sold, leased, transferred or disposed of pursuant to any sale leaseback transaction) having an this Section 7.5 so long as the aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed property and assets of the Borrower and its Restricted Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to this clause (f) does not exceed $1,000,000,000 in the aggregate since the Closing Date; provided that: (A) the gross proceeds received from any such Borrowersale, as reported on the most recent consolidated balance sheet of such Borrower prior lease, transfer or other disposition shall be at least equal to the date fair market value of the property and assets so sold, leased, transferred or otherwise disposed of, determined at the time of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], disposition; (B) [reserved], or with respect to any disposition under this Section 7.5(f) that exceeds $25,000,000 (Cin the good faith determination of the Borrower) at least 75% of the value of the aggregate consideration received from any such sale, lease, transfer or other disposition shall be in cash or Cash Equivalents; provided that (i) up to one-third of such 75% may consist of notes or other obligations received by the Borrower or such Restricted Subsidiary that are due and payable or otherwise converted by the Borrower or such Restricted Subsidiary into cash within 365 days of receipt, which cash (to the extent received) shall constitute Net Cash Proceeds attributable to the original transaction; (ii) any unsubordinated Debt of the Borrower or any of its Restricted Subsidiaries (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet) that is assumed by the transferee of any Borrower’s such assets to another Borrowershall constitute cash for purposes of this Section 7.5(f), a Subsidiary so long as the Borrower and all of another its Restricted Subsidiaries are fully and unconditionally released therefrom; and (iii) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries, having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (B) after the Closing Date not to exceed $100,000,000 at the time of receipt of such Designated Non-Cash Consideration shall be deemed to be cash for purposes of this Section 7.5(f) (it being understood that the fair market value of each item of Designated Non-Cash Consideration is measured at the time of receipt without giving effect to subsequent changes in value); provided that if such Designated Non-Cash Consideration is sold for, or otherwise converted into, cash, such cash shall constitute Net Cash Proceeds attributable to the original transaction; (C) immediately before and immediately after giving pro forma effect to any such sale, lease, transfer or other disposition, no Event of Default shall have occurred and be continuing; and (D) if and to the extent that the Net Cash Proceeds of any transaction effected pursuant to this Section 7.5(f) shall not have been reinvested (pursuant to a newly-formed Person Reinvestment Notice), such Net Cash Proceeds shall be applied to which all prepay Loans to the extent, and in accordance with, Section 2.11; (g) the Borrower and its Restricted Subsidiaries may exchange assets and properties with another Person; provided that: (A) the assets or substantially all properties received by the Borrower or its Restricted Subsidiaries shall be used in a business permitted by Section 7.3 as conducted immediately prior to such transaction, or in an incidental or related business; (B) the total consideration received by the Borrower or such Restricted Subsidiary for such assets or property shall have been determined by the Borrower or such Restricted Subsidiary to be not less than the fair market value of the assets or property exchanged; and (C) immediately before and liabilities immediately after giving pro forma effect to any such exchange, no Default shall have occurred and be continuing. (h) the Borrower and its Restricted Subsidiaries may enter into Sale and Leaseback Transactions (i) with respect to the Denver Headquarters, Denver Headquarters II or Federal Way Property and (ii) with respect to any other property; provided that the aggregate value of property sold or transferred under this subclause (ii) shall not exceed $225,000,000 since the Closing Date; (i) the Borrower and its Restricted Subsidiaries may purchase, sell or otherwise transfer (including by capital contribution) Receivables Assets pursuant to Permitted Receivables Financings; (j) the Borrower and its Restricted Subsidiaries may sell, lease, transfer or otherwise dispose of assets or property (i) in anticipation of any Investment pursuant to Section 7.6(e), (f), (h), (i), and (k) (including as a result of discussion with antitrust regulators in connection with such Investment) or (ii) as reasonably expected to be required pursuant to any consent decree or similar order or agreement, which decree, order or agreement is issued or entered into prior to the consummation of such Borrowers Investment and in connection therewith by the Antitrust Division of the U.S. Department of Justice, the Bureau of Competition of the U.S. Federal Trade Commission and/or any similar state or their Subsidiaries foreign regulatory agency or body; (k) within 545 days of the acquisition by the Borrower or any Restricted Subsidiary of any Real Property after the Closing Date the Borrower or such Restricted Subsidiary may sell or otherwise transfer such Real Property in connection with a Sale and Leaseback Transaction so long as the Borrower shall be in compliance with Section 7.2 after giving effect to such Sale and Leaseback Transaction; provided that the Net Cash Proceeds from such transaction are being transferred, applied in each case under this clause accordance with Section 2.11(b) (C), pursuant to other than any Net Cash Proceeds from a transaction permitted under subsection Section 7.5(h); (cl) belowthe Borrower and its Restricted Subsidiaries may issue additional Capital Stock to directors, management or employees and physicians under contract with the Borrower or any of its Restricted Subsidiaries in an amount not in excess of $50,000,000 in the aggregate in any twelve month period (with any unused amounts in any such twelve month period being carried over to the immediately succeeding twelve month period), and in connection with option plans of Restricted Subsidiaries pursuant to which options are granted at a strike price of fair market value (as determined in good faith of the Borrower or the applicable Restricted Subsidiary) together with any subsequent exercise of such options; (m) the Borrower and its Restricted Subsidiaries may enter into any transfer or disposition of property or assets constituting an Investment pursuant to Section 7.6; (n) the Borrower and its Restricted Subsidiaries may trade, sell or dispose of Cash Equivalents; (o) the Borrower and its Restricted Subsidiaries may transfer or dispose of Investments and/or issue Capital Stock to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to any joint venture or shareholders of any non-Wholly Owned Subsidiaries set forth in the shareholder agreements, joint venture agreements, organization documents or binding agreements relating to such joint venture or non-Wholly-Owned Subsidiary; (p) the Borrower and its Restricted Subsidiaries may transfer or dispose of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) the unwinding of any Swap Contract pursuant to its terms; (r) the Borrower and its Restricted Subsidiaries may surrender or waive contractual rights and leases and settle or waive contractual or litigation claims in the ordinary course of business; (s) any sale of Capital Stock in, or Debt or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) or a Restricted Subsidiary which owns an Unrestricted Subsidiary (so long as such Restricted Subsidiary owns no assets other than the Capital Stock of such an Unrestricted Subsidiary); and (t) the Borrower and its Restricted Subsidiaries may sell or transfer property to an Unrestricted Subsidiary; provided that such transaction is permitted under Section 7.6.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory by the Borrower and its Subsidiaries in the ordinary course of its business and sales or other disposals of obsolete, damaged or unmarketable inventory, (whether ii) sales or other disposals of obsolete, worn-out or surplus equipment or other assets in one the ordinary course of business, (iii) in a transaction authorized by subsection (d) of this Section, (iv) sales of assets by the Borrower or any Subsidiary of the Borrower for cash and for fair value in an aggregate amount not to exceed $5,000,000 in any Fiscal Year, provided that the Borrower shall, to the extent required by Section 2.06(b)(ii), prepay the Advances pursuant to, and in the amount and order of priority set forth in, such Section 2.06(b)(ii), (v) sales or other transfers of assets from the Borrower or any of the Borrower's Subsidiaries to the Borrower or a series wholly-owned domestic Subsidiary of transactionsthe Borrower, provided that such wholly-owned domestic Subsidiary shall become an additional grantor pursuant to the terms of the Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty, (vi) leases or subleases of assets located in the United States ordinary course of business by the Borrower or any of its Subsidiaries as lessor or sublessor, as the case may be, (vii) sales or other than disposals of Cash Equivalents in the ordinary course of business, and (viii) sales of assets by the Borrower or any assets that are purported to be conveyed Subsidiary of the Borrower for cash and for fair value in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borroweramount not to exceed $10,000,000 in any Fiscal Year, as reported on the most recent consolidated balance sheet of such Borrower prior to provided that, within nine months following the date of such sale, lease, transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) such Subsidiary shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of lease back such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowasset.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the contribution or transfer of the transmission assets of Penelec and Met-Ed to Mid-Atlantic Interstate Transmission, LLC pursuant to the MAIT FERC Transfer Order, (B) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (C) the sale, lease, transfer or other disposition of any the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (D) the sale, lease, transfer or other disposition of a Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CD), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any Collateral, any fixed or capital assets other than Collateral, or substantially all assets constituting the business of a division, branch or other unit operation, except: (whether in one transaction or a series of transactionsi) assets located sales in the United States ordinary course of its business; (other than any assets that are purported to be conveyed ii) leases of equipment in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transactionthe ordinary course of its business; (iii) having an aggregate book value sales of worn out or obsolete machinery, fixtures, equipment and materials; (determined as of the date of such transaction for all such transactions since the date hereofiv) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrowersales, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, leaseleases, transfer or disposition to any entity other than such Borrower dispositions by the Parent Guarantor or any of its wholly owned direct Subsidiaries to the Parent Guarantor or indirect Subsidiaries; provided, however, any Subsidiaries provided that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the such sale, lease, transfer or other disposition by the Borrower or any of its Subsidiaries to the Parent Guarantor or any Borrower’s assets to another Borrower, of its Subsidiaries that is not the Borrower or a Subsidiary of another the Borrower or shall be subject to Section 5.01(k); (v) in a newly-formed Person to which all or transaction authorized by subsection (h) of this Section; (vi) dispositions of contracts, and associated inventory, equipment and accounts receivable, in the ordinary course of business; (vii) in a transaction authorized by subsection (d) of this Section; (viii) sales of substantially all assets constituting a non-material business line for fair value and for not less than 75% cash provided that such sales are limited to business lines generating no more than $100,000,000 in annual revenues individually for any such business line or $200,000,000 in aggregate annual revenues for all such business lines sold over the term of the Facilities; and (ix) sales of any other capital or fixed assets and liabilities by the Parent Guarantor or any of its Subsidiaries so long as (A) the purchase price paid to the Parent Guarantor or such Subsidiary for each such asset shall be no less than the fair market value of such Borrowers asset at the time of such sale and (B) not less than 75% of the purchase price for such asset shall be paid to the Parent Guarantor or their Subsidiaries are being transferredsuch Subsidiary solely in cash, in provided that the book value of each case under such asset sold pursuant to this clause (C), ix) shall not exceed $10,000,000 and the book value of all such assets sold by the Parent Guarantor and its Subsidiaries during the term of the Facilities pursuant to a transaction permitted under subsection this clause (cix) belowshall not exceed $30,000,000.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business; (A) the Borrower may sell, lease, transfer or otherwise dispose of (whether in one transaction any of its property or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transactionof the Subsidiaries, and (B) having any of the Subsidiaries may sell, lease, transfer or otherwise dispose of any of its property or assets to the Borrower or any of the other Subsidiaries; provided that, in each case, no such sale, lease, transfer or other disposition to non-wholly-owned Subsidiaries shall be made unless, after giving pro forma effect thereto, the Borrower and its Subsidiaries would be in compliance with Section 5.02(l) and Section 5.04(d); (iii) any Subsidiary of the Borrower that is no longer actively engaged in any business or activities and does not have property and assets with an aggregate book value (in excess of $1,000,000 may be wound up, liquidated or dissolved so long as such winding up, liquidation or dissolution is determined as in good faith by management of the date Borrower to be in the best interests of such transaction for all such transactions since the date hereofBorrower and its Subsidiaries; (iv) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of any obsolete, damaged or worn out equipment thereof or any other equipment that is greater than 20% otherwise no longer useful in the conduct of their businesses; (v) the Borrower and its Subsidiaries may lease or sublease real property to the extent required for their respective businesses and operations in the ordinary course so long as such lease or sublease is not otherwise prohibited under the terms of the Loan Documents; (vi) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of property and assets not otherwise permitted to be sold, leased, transferred or disposed of pursuant to this Section 5.02(e) so long as the aggregate book value of all of the consolidated fixed property and assets of the Borrower and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to this clause (vi) does not exceed $300,000,000 in the aggregate during the term of this Agreement; provided that: (A) the gross proceeds received from any such Borrowersale, as reported on the most recent consolidated balance sheet of such Borrower prior lease, transfer or other disposition shall be at least equal to the date fair market value of the property and assets so sold, leased, transferred or otherwise disposed of, determined at the time of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], disposition; (B) [reserved], or (C) at least 75% of the value of the aggregate consideration received from any such sale, lease, transfer or other disposition shall be in cash, provided, that up to one-third of such 75% may consist of notes or other obligations received by the Borrower or such Subsidiary that are due and payable or otherwise converted by the Borrower or such Subsidiary into cash within 365 days of receipt, which cash (to the extent received) shall constitute Net Cash Proceeds attributable to the original transaction; and provided further that any Debt of the Borrower or any of its Subsidiaries (as shown on the Borrower's or such Subsidiary's most recent balance sheet) that is assumed by the transferee of any Borrower’s such assets shall constitute cash for purposes of this Section 5.02(e)(vi), so long as the Borrower and all of its Subsidiaries are fully and unconditionally released therefrom; (C) immediately before and immediately after giving pro forma effect to another Borrowerany such sale, lease, transfer or other disposition, no Default shall have occurred and be continuing, and (D) within fifteen Business Days after each disposition under this subsection, the Borrower shall deliver to the Administrative Agent, on behalf of the Lender Parties, a Subsidiary certificate identifying the property disposed of another and stating (a) that immediately before and after giving effect thereto, no Default or Event or Default existed, (b) that the consideration received or to be received by the Borrower or a newlysuch Subsidiary for such property has been determined by the Borrower or the applicable Subsidiary to be not less than the fair market value of such property and (c) the total consideration to be paid in respect of such disposition and (d) the Net Cash Proceeds resulting from such disposition; and (E) if and to the extent that the Net Cash Proceeds of any transaction effected pursuant to this Section 5.02(e)(vi) shall not have been reinvested in assets or property of the Borrower or any of its Subsidiaries with respect to any transaction completed (1) on or prior to December 31, 2002, by December 27, 2003 and (2) thereafter, within 360 days after the date of receipt thereof, then such uninvested Net Cash Proceeds shall be applied on the first Business Day following December 27, 2003 or the applicable 360-formed Person day period, as the case may be, to which all prepay Advances in accordance with Section 2.06(b); and (vii) the Borrower and its Subsidiaries may exchange assets and properties with another Person; provided that: (A) the assets or substantially all properties received by the Borrower or its Subsidiaries shall be used in the business of the Borrower or such Subsidiary as conducted immediately prior to such transaction, or in an incidental or related business; (B) the total consideration received by the Borrower or such Subsidiary for such assets or property shall have been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged; (C) immediately before and liabilities of immediately after giving pro forma effect to any such Borrowers exchange, no Default shall have occurred and be continuing; (D) any cash received by the Borrower or their Subsidiaries are being transferred, any such Subsidiary in connection with such exchange shall be treated as Net Cash Proceeds subject to Section 2.06(b) and any cash paid by the Borrower or any Subsidiary in connection with such exchange shall be treated as an acquisition expenditure under Section 5.02(f)(v); and (E) within fifteen Business Days after each case exchange under this clause (CSection 5.02(e)(vii), pursuant the Borrower shall deliver to the Administrative Agent, on behalf of the Lender Parties, a transaction permitted under subsection certificate identifying the assets or property disposed of and acquired in such exchange, and stating (a) that immediately before and after giving effect thereto, no Default or Event or Default existed, (b) that the total consideration received by the Borrower or such Subsidiary for such assets or property has been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged, and (c) belowthe amount, if any, of the cash paid or Net Cash Proceeds received in connection with such exchange.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (whether i) Certain Permitted Dispositions; (ii) in one a transaction or a series of transactionsauthorized by Section 5.02(d) assets located in the United States (other than subsection (iii) thereof), 5.01(s) or 5.02(f); (iii) the sale of any (x) asset identified on Schedule 5.02(e) hereto (such assets that are purported to be conveyed being “Excluded Assets”) or (y) any other assets in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book Fiscal Year by BMCA or any Subsidiary, the fair market value (determined as of the date of such transaction for all such transactions since the date hereof) that which is not greater than 20% of the book value of all of the consolidated fixed assets of such Borrower$100,000,000, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrictunused portion thereof may be carried forward to any succeeding year, and provided, further, that the fair market value of all assets sold by BMCA or any Subsidiary during the term of this Agreement shall not apply toin no event be greater than $300,000,000 in the aggregate (the foregoing asset sales described in clauses (x) and (y) above being collectively, “Permitted Asset Sales”) so long as in each case (A) [reserved]the terms of any such sale shall be commercially reasonable, (B) [reserved], the purchase price paid to BMCA or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale and (C) at least 66 2/3% of the purchase price for such asset shall be paid to BMCA or such Subsidiary solely in cash; (iv) sales by means of a lease or sublease of property of BMCA or any of its Subsidiaries, so long as (x) such transaction is permitted pursuant to Section 5.02(b)(iii)(B)(III) and (y) BMCA or such Subsidiary continues to reflect ownership of such property in its financial statements in accordance with GAAP; (v) assignments and licenses of intellectual property of BMCA and its Subsidiaries in the ordinary course of business; and (vi) dispositions of property not to exceed an aggregate fair market value of $10,000,000 in the aggregate, which in the commercially reasonable opinion of BMCA or such Subsidiary, and consistent with historic business practice, is obsolete; provided that in the case of sales of assets pursuant to clauses (i), (iii), (iv), and (vi) above, BMCA shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, leaseprepay the Term Loan Advances pursuant to, transfer or other disposition to the extent and in the amount and order of any Borrower’s assets to another Borrowerpriority set forth in, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection 2.05(b), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the contribution or transfer of the transmission assets of Penelec and Met-Ed to Mid-Atlantic Interstate Transmission, LLC pursuant to the MAIT FERC Transfer Order, (B) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (C) the sale, lease, transfer or other disposition of any the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (D) the sale, lease, transfer or other disposition of the Borrower’s assets to another Borrower, a Subsidiary of another the Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their the Borrower and its Subsidiaries are being transferred, in each case under this clause (CD), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of (including by any shares of common stock of any Significant Subsidiary of such Borrowersale and leaseback transaction), whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction including by any sale and leaseback transaction), any assets, or a series grant any option or other right to purchase, lease or otherwise acquire, or permit any of transactionsits Subsidiaries to grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) assets located sales of Inventory in the United States ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) sale, liquidation, or other disposition of assets under the Company’s Non-Qualified Deferred Compensation Plan when made for the purpose of distribution to participants, (iii) in a transaction authorized by Section 5.02(d) (other than subsection (iii) thereof); (iv) sales, transfers or other dispositions of assets among the Borrower and Guarantors; (v) the sale of any asset by the Borrower or any of its Subsidiaries (other than a bulk sale of Inventory) so long as (A) no Default shall occur and be continuing, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary in 100% cash and (D) the aggregate fair market value of such asset and all other assets that are purported sold by the Borrower and its Subsidiaries, and the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets sold by the Borrower and its Subsidiaries, in each case during the same Fiscal Year pursuant to this clause (iv), shall not exceed $5,000,000; (vi) so long as (A) no Event of Default shall have occurred and be conveyed continuing, (B) immediately after giving effect thereto the Consolidated Total Leverage Ratio shall not exceed 3.75:1 and the Borrower and its subsidiaries shall be otherwise in compliance with all Section 5.04 and (C) the purchase or offering price paid to the Borrower and its Subsidiaries shall be no less than the fair market value thereof, the Borrower and its Subsidiaries may consummate the sale of assets or capital stock (including through a spin-off) and/or initial public offering of all or any portion of the capital stock of Xxxxx’x (any such sale or public offering, a “Permitted Disposition”) (and in connection therewith the Guaranty made be Xxxxx’x shall be released); (vii) so long as no Event of Default shall have occurred and be continuing and the Borrower and its Subsidiaries shall be in pro forma compliance with Section 5.04 and shall receive cash therefor: (A) Cracker Barrel may, subject to the proviso below, sell, lease, transfer or otherwise dispose of real property with a Permitted Securitization but including assets purported fair market value in an aggregate amount not to be conveyed exceed $150,000,000, so long as the aggregate fair market value of the real property sold in each Fiscal Year is less than $50,000,000; (B) Cracker Barrel may also sell, lease, transfer or otherwise dispose of other real property with a fair market value in an aggregate amount not to exceed $100,000,000; (C) Xxxxx’x may, subject to the proviso below, sell, lease, transfer or otherwise dispose of real property in an aggregate fair market value of less than $5,000,000 in any Fiscal Year; and (D) Xxxxx’x may also sell, lease, transfer or otherwise dispose of other real property, provided that if the fair market value of any real property of Xxxxx’x being sold, leased, transferred or otherwise disposed of pursuant to any sale leaseback transaction) having an aggregate book value this clause (determined as of D), when aggregated with the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book fair market value of all other real property sold, leased, transferred or otherwise disposed of by Xxxxx’x pursuant to this clause (D) in the consolidated fixed assets of such Borrowerthen-current Fiscal Year, as reported on shall exceed $5,000,000, and the most recent consolidated balance sheet of such Borrower prior to Consolidated Total Leverage Ratio after giving effect thereto shall exceed 3.75:1, the date proceeds of such sale, lease, transfer or disposition shall be subject to the mandatory prepayment provisions set forth in Section 2.06(b)(ii); provided that in the case of any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of assets pursuant to clauses (v), (vii)(A) or (vii)(C) above or the proviso to clause (vii)(D) above, the applicable Loan Party shall, on the date of receipt by such Loan Party or any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all its Subsidiaries of the assets Net Cash Proceeds from such sale, prepay the Advances pursuant to, and liabilities in the amount and order of such Borrowers or their Subsidiaries are being transferredpriority set forth in, in each case under this clause (CSection 2.06(b)(ii), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (whether ii) in a transaction authorized by Section 5.02(d)(ii); (iii) sales, transfers or other dispositions of assets among the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock or assets of W.A. Whitney Co., W.A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one transaction asset sale or a series of transactionsrelated asset sales so long as (A) assets located in no Default has occurred and is continuing, (B) the United States (other purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book the fair market value (determined as of the date of such transaction for all such transactions since asset at the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date time of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary shall consist of at least 40% cash (other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $75,000,000; (vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, lease, transfer or other disposition disposition, and consideration therefor, are on an arm’s-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and (vii) so long as no Default shall occur and be continuing, the grant of any Borrower’s assets option or other right to another Borrower, purchase any asset in a Subsidiary transaction that would be permitted under the provisions of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection iv) or (cv) belowabove.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock or other equity interests of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any the Borrower’s assets to another Borrower, a Subsidiary of another the Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their the Borrower and its Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (whether i) Certain Permitted Dispositions; (ii) in one a transaction or a series of transactionsauthorized by Section 5.02(d) assets located in the United States (other than subsection (iii) thereof) or Section 5.02(f); (iii) the sale of any (x) asset identified on Schedule 5.02(e) hereto (such assets that are purported to be conveyed being “Excluded Assets”) or (y) any other assets in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book Fiscal Year by BMCA or any Subsidiary, the fair market value (determined as of the date of such transaction for all such transactions since the date hereof) that which is not greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries$100,000,000; provided, however, that the limitation in this clause (ii) shall not in any way restrictunused portion thereof may be carried forward to any succeeding year, and provided further that the fair market value of all assets sold by BMCA or any Subsidiary during the term of this Agreement shall not apply toin no event be greater than $300,000,000 in the aggregate (the foregoing asset sales described in clauses (x) and (y) above being collectively, “Permitted Asset Sales”) so long as in each case (A) [reserved]the terms of any such sale shall be commercially reasonable, (B) [reserved], the purchase price paid to BMCA or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale and (C) at least 66 2/3% of the purchase price for such asset shall be paid to BMCA or such Subsidiary solely in cash; (iv) sales by means of a lease or sublease of property of BMCA or any of its Subsidiaries, so long as (x) such transaction is permitted pursuant to Section 5.02(b) and (y) BMCA or such Subsidiary continues to reflect ownership of such property in its financial statements in accordance with GAAP; (v) assignments and licenses of intellectual property of BMCA and its Subsidiaries in the ordinary course of business; and (vi) dispositions of property not to exceed an aggregate fair market value of $10,000,000 in the aggregate, which in the commercially reasonable opinion of BMCA or such Subsidiary, and consistent with historic business practice, is obsolete; provided that in the case of sales of assets pursuant to clauses (i), (iii), (iv), and (vi) above, BMCA shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, leaseprepay the Advances pursuant to, transfer or other disposition to the extent and in the amount and order of any Borrower’s assets to another Borrowerpriority set forth in, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection 2.06(b), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose of all or substantially all of its assets, or permit any Restricted Subsidiary to sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, except to give effect to a transaction permitted by subsection (h) above or subsection (j) below, provided, further, that neither the Borrower nor any Restricted Subsidiary shall sell, assign, transfer, lease, convey or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerproperty, whether now owned or hereafter acquired by such Borroweracquired, or permit any Significant Subsidiary of such Borrower income or profits therefrom, or enter into any agreement to do so; provided, howeverexcept: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as cash consideration resulting from such sale shall be (x) in an amount determined by the Borrower for any sale the consideration of which is $10,000,000 or less, the limitation in or, together with all other such sales under this clause (x), $25,000,000 or less, or (y) for all other sales, not less than 90% of the aggregate consideration resulting from such sale; (B) the transfer of assets from (i) shall not in the Borrower to any way restrict, and shall not apply to, any Specified Disposition; Subsidiary or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior Restricted Subsidiary to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or other Subsidiary; (C) the saletransfer of property constituting an investment otherwise permitted under Section 8.02(d); (D) the sale of electricity and natural gas and other property in the ordinary course of the Borrower’s and the Restricted Subsidiaries’ respective businesses consistent with past practice; (E) any transfer of an interest in receivables and related security, leaseaccounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided, that such transfer or other qualifies as a legal sale and as a sale under GAAP and the incurrence of such Off-Balance Sheet Liabilities is permitted under Section 8.02(n); (F) the disposition of any equipment if such equipment is obsolete or no longer useful in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business; and (G) the sale of assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowdescribed on Schedule III hereto.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (whether ii) in a transaction authorized by Section 5.02(d)(ii); (iii) sales, transfers or other dispositions of assets among the Borrower and Subsidiary Guarantors or among a Subsidiary Guarantor and other Subsidiary Guarantors; (iv) so long as no Default has occurred is continuing, the sale of the stock or assets of W.A. Whitney Co., W. A. Whitney Italia Co. or Excellon Automation Co. and their respective direct and indirect Subsidiaries for fair market value; (v) the sale of any assets by the Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) pursuant to one transaction asset sale or a series of transactionsrelated asset sales so long as (A) assets located in no Default has occurred and is continuing, (B) the United States (other purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book the fair market value (determined as of the date of such transaction for all such transactions since asset at the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date time of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary shall consist of at least 40% cash (other than in connection with asset sales involving aggregate Investments not exceeding $10,000,000 in the aggregate at any time) and (D) the aggregate purchase price paid to the Borrower or any Subsidiary for any such assets shall not exceed $50,000,000; (vi) sales, transfers and dispositions of assets by any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (A) if the terms of such sale, lease, transfer or other disposition disposition, and consideration therefor, are on an arm's-length basis, would be fair and reasonable for non-Affiliated transactions and are for 100% cash or (B) to the extent permitted by Section 5.02(f); and (vii) so long as no Default shall occur and be continuing, the grant of any Borrower’s assets option or other right to another Borrower, purchase any asset in a Subsidiary transaction that would be permitted under the provisions of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection iv) or (cv) belowabove.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction of, any assets, or a series of transactions) grant any option or other right to purchase, lease or otherwise acquire any assets located other than Inventory to be sold in the United States ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(e) (other than any assets subsection (iii) thereof); (iii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are purported reasonably promptly applied to be conveyed the purchase price of similar replacement equipment; Credit Agreement (iv) the limited recourse sale of Receivables in connection with the securitization thereof, which sale is non-recourse to the extent customary in securitizations and consistent with past practice; (v) in the ordinary course of business, the license of patents, trademarks, copyrights and know-how to third Persons, so long as each such license of a Permitted Securitization but including assets purported Domestic Subsidiary is subject to be conveyed the Lien of the Domestic Security Agreement and does not otherwise prohibit the granting of a Lien therein by Domestic Borrower or any Subsidiary pursuant to the Domestic Security Agreement; (vi) the sale of worn out or obsolete equipment not utilized in the business of Domestic Borrower or any sale leaseback transactionSubsidiary; (vii) having an aggregate book value (determined as the abandonment or other disposition for no consideration of patents, trademarks or other intellectual property that is, in the reasonable judgment of Domestic Borrower, no longer economically practicable to maintain or useful in the conduct of the date business of Domestic Borrower and its Subsidiaries taken as a whole; (viii) the sale of any asset by the Domestic Borrower or any Subsidiary (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) so long as (A) the purchase price paid to the Domestic Borrower or such Subsidiary for such asset shall be no less than the fair market value of such transaction for all such transactions since asset at the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date time of such sale, lease, transfer or disposition ; (B) the purchase price for such asset shall be paid to any entity other than such the Domestic Borrower or any such Subsidiary solely in cash; (C) the aggregate purchase price paid to the Domestic Borrower and all of its wholly owned direct or indirect SubsidiariesSubsidiaries for such asset and all other assets sold by the Domestic Borrower and its Subsidiaries during the same Fiscal Year pursuant to this clause (viii) shall not exceed $25,000,000 ; provided, however, that the limitation Domestic Borrower and it Subsidiaries may sell Equity Interests in, or the properties and assets of, any Person, for an aggregate amount in any Fiscal Year of the Domestic Borrower which is greater than $25,000,000 on the condition that the Domestic Borrower shall have delivered to the Administrative Agent not later than five days prior to such sale a report prepared in good faith and certified by the Chief Financial Officer of the Domestic Borrower and approved by the Joint Lead Arrangers, which report shall include an analysis demonstrating in reasonable detail that the pro forma EBITDA of such Person (or such properties and assets) for the most recently completed four consecutive fiscal quarters, together with the pro forma EBITDA of each other Person, the Equity Interests in, Credit Agreement 76 or the properties or assets of which, were previously sold by the Domestic Borrower and its Subsidiaries pursuant to this subsection (viii) during such Fiscal Year, for the most recently completed four fiscal quarters as of the date such Person (or such properties or assets) were sold, and does not, in the aggregate, exceed 7.5% of the EBITDA of the Domestic Borrower and its Subsidiaries for the most recently completed four fiscal quarters of the Domestic Borrower; and (D) the aggregate purchase price paid to the Domestic Borrower and its Subsidiaries for all assets sold pursuant to this clause (iiviii) during the term of this Agreement shall not in exceed $50,000,000; and (ix) so long as no Default shall occur and be continuing, the grant of any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer option or other disposition right to purchase any asset in a transaction that would be permitted under the provisions of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (cviii) belowabove.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (whether i) Certain Permitted Dispositions; (ii) in one a transaction or a series of transactionsauthorized by Section 5.02(d) assets located in the United States (other than subsection (iii) thereof); (iii) the sale of any (x) asset identified on Schedule 5.02(e) hereto (such assets being "EXCLUDED ASSETS") or (y) any other assets in any Fiscal Year by the Borrower or any Subsidiary, the fair market value of which is not greater than $100 million, provided that are purported to any unused portion thereof may be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant carried forward to any succeeding year, provided, further, that the fair market value of all assets sold by the Borrower or any Subsidiary during the term of this Agreement shall in no event be greater than $375 million in the aggregate (the foregoing asset sales described in clauses (x) and (y) above being collectively, "PERMITTED ASSET SALES") so long as in each case (A) the terms of any such sale leaseback transactionshall be commercially reasonable, (B) having an aggregate book the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value (determined as of the date of such transaction for all asset at the time of such transactions since the date hereofsale and (C) that is greater than 20at least 66 2/3% of the book value purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash; (iv) sales by means of all a lease or sublease of property of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct Subsidiaries, so long as (x) such transaction is permitted pursuant to Section 5.02(b) and (y) the Borrower or indirect Subsidiariessuch Subsidiary continues to reflect ownership of such property in its financial statements in accordance with GAAP; (v) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; providedand (vi) dispositions of property not to exceed an aggregate fair market value of $10 million in the aggregate, however, that which in the limitation in this clause (ii) shall not in any way restrictcommercially reasonable opinion of the Borrower or such Subsidiary, and shall not apply consistent with historic business practice, is obsolete; provided that in the case of sales of assets pursuant to clauses (i), (iii), (iv), and (vi) above, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, (A) [reserved]to the extent and in the amount and order of priority set forth in, (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection 2.06(b)(i), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) of Assets. Sell, leaselease (as lessor), transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, leaselease (as lessor), transfer or otherwise dispose of, any assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (a) Sales of (whether in one transaction or a series of transactions) assets located Inventory and Cash Equivalents in the United States ordinary course of business; (other than any b) Sales of obsolete or worn-out Equipment and Intellectual Property in the ordinary course of business; (c) Sales or discounts of overdue accounts receivable in the ordinary course of business on customary terms and conditions; (d) Leases or subleases of real property or licenses or sublicenses of Intellectual Property in each case in the ordinary course of business; (e) The Borrower may transfer assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transactionSubsidiary Guarantor and may make Investment in other Subsidiaries to the extent permitted by Section 6.5(a); (f) having an aggregate book value (determined as Any Subsidiary of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed Borrower may transfer assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer Borrower or disposition to any entity Subsidiary Guarantor or make an Investment in other than such Subsidiaries to the extent permitted under Section 6.5(a); (g) The sale of any asset by the Borrower or any of its wholly owned direct Subsidiaries (other than an asset included in Section 6.4(a) through (f)) so long as (i) the purchase price paid to the Borrower or indirect Subsidiariessuch Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (ii) the purchase price for such asset shall be paid to the Borrower or such Subsidiary at least seventy-five percent (75%) in cash and (iii) the aggregate Net Proceeds received by the Borrower and all of its Subsidiaries for such asset and all other assets sold by the Borrower and its Subsidiaries (other than an asset included in Section 6.4(a) through (f)) in any Fiscal Year pursuant to this clause (g) shall not exceed $10,000,000; provided, however, that the limitation Borrower and its Subsidiaries may sell or exchange specific items of Equipment, so long as the purpose of each sale or exchange is to acquire (and results within 180 days of such sale or exchange in this clause the acquisition of) replacement items of Equipment which are, in the reasonable business judgment of the Borrower and its Subsidiaries, the functional equivalent of the item of Equipment so sold or exchanged; provided that (i) in the case of sales of assets pursuant to Section 6.4(g), the Borrower shall apply the Net Cash Proceeds from such sale in accordance with Section 2.6(b)(ii) and (ii) shall not in any way restrictto the extent the Required Lenders or, and shall not apply toif required pursuant to Section 11.1, (A) [reserved]all Lenders, (B) [reserved], or (C) waive the sale, lease, transfer provisions of this Section with respect to the sale or other disposition of any Borrower’s assets to another BorrowerCollateral, a Subsidiary or any Collateral is sold or disposed of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of as permitted by this Section, such Borrowers or their Subsidiaries are being transferred, Collateral in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowshall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions as are appropriate in connection therewith.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; , or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, , (A) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sellof Assets. None of the Obligors shall sell, lease, transfer or otherwise dispose of any shares assets or grant any option or other right to purchase, lease or otherwise acquire any assets other than in the ordinary course of common stock its business, except in the case of assets other than any Significant Subsidiary Vessel (i) sales or leases of such Borrowerassets' in the ordinary course of its business and (ii) dispositions of obsolete, whether now owned worn out or hereafter acquired by such Borrower, or permit any Significant Subsidiary surplus property disposed of such Borrower to do soin the ordinary course of business; provided, howeverthat after delivery, any Borrower may sell the limitation Vessel it owns, but only if the proceeds of the sale are applied in this clause (iaccordance with the provisions of Section 2.05(b)(i) shall not and the sale of such Vessel is effected pursuant to an arm's length transaction for fair market value, or lease or charter the Vessel its owns pursuant to a Philippine Charter reasonably acceptable to the Lender and assigned as collateral to the Lender pursuant to a Multi-Party Agreement in any way restrictform and substance acceptable to the Lender, and shall provided further that each Obligor that is not apply to, any Specified Disposition; or (ii) also a: Borrower may sell, lease, transfer or otherwise dispose of, or grant an option or other right to purchase, lease or otherwise acquire, any asset so long as the aggregate book value of (whether the assets so sold, leased, transferred or other wise disposed of or subject to any such right in one any transaction or a series of transactions) or transactions shall not exceed $2,500,000. No Borrower shall permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported Vessel it owns to be conveyed in connection with a Permitted Securitization but including assets purported chartered or sub-chartered (A) to be conveyed any Person pursuant to any sale leaseback transactionbareboat charter, except by such Borrower to a Philippine Charterer pursuant to a Philippine Charter acceptable to the Lender and that shall have been assigned to the Lender as collateral pursuant to a Multi-Party Agreement with respect to such Vessel or (B) having an aggregate book value to any Person by any Charterer, except pursuant to a Charter (determined 1) acceptable to the Lender and that shall have been assigned to the Lender as collateral for the obligations of the date of such transaction for all such transactions since Borrowers under this Agreement and the date hereof) that is greater than 20% other Loan Documents pursuant to a Multi-Party Agreement or, in the case of the book value Charter of all of the consolidated fixed assets of any Vessel by a Philippine Charterer to any Person, assigned by such Borrower, as reported on the most recent consolidated balance sheet of Philippine Charterer to such Borrower prior pursuant to a Philippine Assignment and by such Borrower to the date of such saleLender pursuant to a Multi-Party Agreement, leasein each case in form and substance acceptable to the Lender, transfer or disposition (2) to any entity a Person other than such Borrower TBSIL or any of its wholly owned direct or indirect Subsidiaries; providedAffiliates that, however, that the limitation in this clause (ii) shall not in after giving effect to any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer renewals or other disposition extensions provided therein and in the absence of any Borrower’s assets early termination, shall or would have a term of more than one year, but less than 25 months, provided that, not later than 60 days after the effectiveness of such Charter, the Borrowers shall have caused such Charter to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all be assigned as collateral for the obligations of the assets Borrowers under this Agreement and liabilities of such Borrowers the other Loan Documents pursuant to a Multi-Party Agreement or their Subsidiaries are being transferred, another document in each case under this clause in form and substance acceptable to the Lender and a copy of such Charter shall have been delivered to the Lender and (C), pursuant 3) to a transaction permitted under subsection (c) below.Person other than TBSIL or any of its Affiliates that, after giving effect to any renewals or other extensions provided therein and in the absence of any early termination, shall or would have a term of one year or less. None of the Obligors shall permit any Philippine Charterer to charter any Vessel to any Person other than Pacific Rim Shipping Corp.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowertransfer, whether now owned or hereafter acquired by such Borrowerassign, or permit any Significant Subsidiary of such Borrower to do so; providedexchange, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer convey or otherwise dispose of (whether in one transaction or each a series of transactions) “Transfer”), or permit any of its Restricted Subsidiaries to sellTransfer, leaseany assets, transfer or dispose of (whether in one transaction grant any option or a series of transactions) assets located in the United States (other than any assets that are purported right to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrowerpurchase, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such salelease or otherwise acquire, lease, transfer or disposition to any entity other than such Borrower or permit any of its wholly owned direct Restricted Subsidiaries to grant any option or indirect Subsidiaries; providedother right to purchase, howeverlease or otherwise acquire, that the limitation in this clause any assets, except: (iii) shall not in any way restrict, and shall not apply to, (A) [reserved]Transfers of Inventory and delinquent accounts receivables in the ordinary course of its business, (B) [reserved]the granting of any option or other right to purchase, lease or otherwise acquire Inventory and delinquent accounts receivables in the ordinary course of its business; and (C) dispositions of cash and Cash Equivalents in the saleordinary course of business; (ii) (A) Transfers of assets among Loan Parties; (B) Transfers of assets among Restricted Subsidiaries that are not Loan Parties; (C) Transfers of assets from Restricted Subsidiaries that are not Loan Parties to Loan Parties; and (D) Transfers of assets from Loan Parties to Restricted Subsidiaries that are not Loan Parties in a transaction that would be permitted under clause (i) of Section 5.02(f) if such Transfer had been a transaction involving cash; provided that, leasefor purposes of determining the application of each of clauses (A) through (D) above in connection with any Transfer made in connection with reorganizing or restructuring of Restricted Subsidiaries, transfer any Transfer or other disposition series of related Transfers between Loan Parties and/or Restricted Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any Borrower’s such assets transferred without regard to another Borrowerany intermediate holder of such assets; (iii) Transfers of unneeded, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business; (iv) Transfers in connection with any transaction in which there is an Extraordinary Receipt; (v) Transfers for fair value, the proceeds of which are less than $300,000 for any such single transaction and the proceeds of which when aggregated with all other such Transactions during a fiscal year are less than $1,200,000; (vi) Leases of real or personal property in the ordinary course of business; (vii) Licensing of intellectual property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to geographic areas, particular fields of use, customized products for customers or limited time periods; (viii) Transfers of assets that have been acquired in contemplation of a sale and lease back transaction; provided that, (i) the Debt incurred in connection therewith would be permitted under Section 5.02(b), (ii) the Transfer occurs within 180 days of the acquisition of such assets and (iii) such Transfers shall not exceed $12,000,000 in any Fiscal Year and $42,000,000 in the aggregate since the Effective Dat; (ix) Any liquidation or dissolution of a Subsidiary so long as its immediate parent becomes the owner of another Borrower its assets; (x) Transfers in the ordinary course of business of production and test equipment manufactured in the United States; (xi) Transfers of assets consisting of accounts receivable in a transaction involving Foreign Subsidiaries that would be permitted under clause (iii) or (viii) of Section 5.02(b) if such Transfer had been a newly-formed Person transaction involving Debt; (xii) Transfers of assets for (x) consideration consisting of at least 75% cash, Cash Equivalents or notes or securities that will be liquidated for cash within 90 days and (y) for fair value in an aggregate amount not to which all or substantially all exceed the greater of (A) $18,000,000 and (B) 9% of Consolidated total assets at the assets and liabilities time of such Borrowers or their Subsidiaries are being transferredTransfer, in each case under in any Fiscal Year; and (xiii) Options or other rights to purchase, lease or otherwise acquire any assets so long as such option or right relates to any Transfer permitted by this clause (CSection 5.02(e), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of (whether in one transaction or a series of transactions) assets located Inventory in the United States ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d) (other than any subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets that are purported to be conveyed in connection with among the Borrower and Subsidiary Guarantors; (iv) sales, transfers or other dispositions from a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as Subsidiary of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date Borrower; (v) the sale of such sale, lease, transfer or disposition to any entity other than such asset by the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause Subsidiaries (iiother than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) shall not in any way restrict, and shall not apply to, so long as (A) [reserved]no Default shall occur and be continuing, (B) [reserved]the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, or (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary in at least 90% cash and (D) the fair market value of such asset, when added to the fair market value of all other assets sold by the Borrower and its Subsidiaries pursuant to this clause (v), shall not exceed $7,500,000 from the Effective Date through and including the Termination Date; (vi) a Permitted Asset Exchange; (vii) the sale, lease, transfer or other disposition disposition, in the ordinary course, of any Borrower’s assets to another Borrowerequipment no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; and (viii) leases, a Subsidiary of another subleases and licenses granted by the Borrower or a newly-formed Person to which all or substantially all any of its Subsidiaries in the ordinary course of its business that do not materially interfere with the conduct of the assets and liabilities business of such Borrowers or their Subsidiaries are being transferredthe grantor thereof; provided that, in each the case under this clause of sales of assets pursuant to clauses (Cv) and (vii) above, the applicable Loan Party shall, on the date of receipt by such Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.06(b)(ii), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or 112461100 v3 disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any a Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the The United States of America (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) provision shall not in any way restrict, and shall not apply to, (A) [reserved]the disposition of any Borrower’s direct or indirect interests in (1) the approximately 700 megawatt Fremont Energy Center in Fremont, Ohio, (2) the 42 megawatt Richland Peaking Facility in Defiance, Ohio, or (3) the 18 megawatt Stryker Peaking Facility in Springfield, Ohio, (B) [reserved], or (C) the sale, lease, transfer or other disposition of any a Borrower’s assets to another the other Borrower, a Subsidiary of another the other Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such both Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below, or (C) the disposition of any Borrower’s direct or indirect interests in certain assets as described on Schedule VII hereto. In addition, Attributable Securitization Obligations of the Borrowers and their respective Subsidiaries shall not at any time exceed in the aggregate $500,000,000.”

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the disposition of the Borrower’s direct or indirect interests in Signal Peak Energy, LLC, (B) [reserved], or (C) the sale, lease, transfer or other disposition of any the Borrower’s assets to another Borrower, a Subsidiary of another the Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their the Borrower and its Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below, or (C) the disposition of the Borrower’s direct or indirect interests in certain assets as described on Schedule II hereto.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction of, any Assets or a series of transactions) assets located in the United States grant any option or other right to purchase, lease or otherwise acquire any Assets (other than to the Borrower) other than: (i) the sale, transfer, lease or other disposition of or grant of any assets option or other right to purchase, lease or otherwise acquire power, capacity, the right to transmit electricity or natural gas, fuel, fuel storage and processing, energy attributes and other products and services and Cash Equivalents in the ordinary course of business and any sale, lease or other disposition of or grant of any option or other right to purchase, lease or otherwise acquire damaged, surplus, worn-out or obsolete Assets in the ordinary course of business; (ii) the sale, transfer or other disposition of or grant of any option or other right to purchase, lease or otherwise acquire any Emissions Credits in the ordinary course of business or otherwise; (iii) transactions announced as of the date hereof and set forth on Schedule 5.02(d) hereof, or otherwise permitted under Section 5.02(c); (iv) sales, transfers, leases or other dispositions of Assets or Equity Interests among the Borrower and its Subsidiaries; provided that are purported any sale, transfer, lease or other disposition of Assets or Equity Interests (A) by the Borrower shall be made for no less than the fair market value of the Assets or Equity Interests sold, leased, transferred or otherwise disposed of and (B) to the Borrower shall be conveyed made for no more than the fair market value of the Assets or Equity Interests sold, leased, transferred or otherwise disposed of; (v) sales, transfers, leases or other dispositions of, or grant of any option or other right to purchase, lease or otherwise acquire, other immaterial Assets (other than Equity Interests in, or Debt or other Obligations of, any Subsidiary) in the ordinary course of business and on reasonable terms, if no Default exists at the time of such sale, transfer or other disposition or grant of any option or other right to purchase, lease or otherwise acquire; (vi) to the extent constituting a transfer or other dispositions of Assets (A) the payment of dividends on the common equity of the Borrower or any Subsidiary in additional shares of common equity, (B) the payment of cash dividends on the common equity of any Subsidiary to its parent; and (C) so long as no Default or Event of Default exists or would exist immediately before or after giving effect thereto, the payment of cash dividends on the common equity of the Borrower; (vii) sales, leases, transfers or other dispositions of Receivables in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value Securitization; and (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (Cviii) the sale, lease, transfer or other otherwise disposition of any Borrower’s assets Assets to another Borrowerany Person other than the Borrower and its Subsidiaries, a Subsidiary of another Borrower or a newly-formed Person in an amount not to which all or substantially all exceed (A) 15% of the assets value of all Assets of the Borrower and liabilities its Subsidiaries in any Fiscal Year and (B) 25% of such Borrowers or their Subsidiaries are being transferred, value in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowthe aggregate.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowertransfer, whether now owned or hereafter acquired by such Borrowerassign, or permit any Significant Subsidiary of such Borrower to do so; providedexchange, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer convey or otherwise dispose of (whether in one transaction or each a series of transactions) “Transfer”), or permit any of its Restricted Subsidiaries to sellTransfer, leaseany assets, transfer or dispose of (whether in one transaction grant any option or a series of transactions) assets located in the United States (other than any assets that are purported right to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrowerpurchase, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such salelease or otherwise acquire, lease, transfer or disposition to any entity other than such Borrower or permit any of its wholly owned direct Restricted Subsidiaries to grant any option or indirect Subsidiaries; providedother right to purchase, howeverlease or otherwise acquire, that the limitation in this clause any assets, except: (iii) shall not in any way restrict, and shall not apply to, (A) [reserved]Transfers of Inventory and delinquent accounts receivables in the ordinary course of its business, (B) [reserved]the granting of any option or other right to purchase, lease or otherwise acquire Inventory and delinquent accounts receivables in the ordinary course of its business; and (C) dispositions of cash and Cash Equivalents in the saleordinary course of business; (ii) (A) Transfers of assets among Loan Parties; (B) Transfers of assets among Restricted Subsidiaries that are not Loan Parties; (C) Transfers of assets from Restricted Subsidiaries that are not Loan Parties to Loan Parties; and (D) Transfers of assets from Loan Parties to Restricted Subsidiaries that are not Loan Parties in a transaction that would be permitted under clause (i) of Section 5.02(f) if such Transfer had been a transaction involving cash; provided that, leasefor purposes of determining the application of each of clauses (A) through (D) above in connection with any Transfer made in connection with reorganizing or restructuring of Restricted Subsidiaries, transfer any Transfer or other disposition series of related Transfers between Loan Parties and/or Restricted Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any Borrower’s such assets transferred without regard to another Borrowerany intermediate holder of such assets; (iii) Transfers of unneeded, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business; (iv) Transfers in connection with any transaction in which there is an Extraordinary Receipt; (v) Transfers for fair value, the proceeds of which are less than $250,000 for any such single transaction and the proceeds of which when aggregated with all other such Transactions during a fiscal year are less than $1,000,000; (vi) Leases of real or personal property in the ordinary course of business; (vii) Licensing of intellectual property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to geographic areas, particular fields of use, customized products for customers or limited time periods; (viii) Transfers of assets that have been acquired in contemplation of a sale and lease back transaction; provided that, (i) the Debt incurred in connection therewith would be permitted under Section 5.02(b), (ii) the Transfer occurs within 180 days of the acquisition of such assets and (iii) such Transfers shall not exceed $10,000,000 in any Fiscal Year and $35,000,000 in the aggregate since the Effective Date; (ix) Any liquidation or dissolution of a Subsidiary so long as its immediate parent becomes the owner of another Borrower its assets; (x) Transfers in the ordinary course of business of production and test equipment manufactured in the United States; (xi) Transfers of assets consisting of accounts receivable in a transaction involving Foreign Subsidiaries that would be permitted under clause (iii) or (viii) of Section 5.02(b) if such Transfer had been a newly-formed Person transaction involving Debt; (xii) Transfers of assets for (x) consideration consisting of at least 75% cash, Cash Equivalents or notes or securities that will be liquidated for cash within 90 days and (y) for fair value in an aggregate amount not to which all or substantially all exceed the greater of (A) $15,000,000 and (B) 7.5% of Consolidated total assets at the assets and liabilities time of such Borrowers or their Subsidiaries are being transferredTransfer, in each case under in any Fiscal Year; and (xiii) Options or other rights to purchase, lease or otherwise acquire any assets so long as such option or right relates to any Transfer permitted by this clause (CSection 5.02(e), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, leaselease (other than by entering into Tenancy Leases), transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrowerof, or permit grant any Significant Subsidiary of such Borrower option or other right to do so; providedpurchase, however, the limitation in this clause lease (iother than any option or other right to enter into Tenancy Leases) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) acquire, or permit any of its Subsidiaries to sell, leaselease (other than by entering into Tenancy Leases), transfer or otherwise dispose of (whether in one transaction of, or a series of transactions) assets located in the United States grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire (each such action described in this subsection (e), including, without limitation, any Sale and Leaseback Transaction, being a “Transfer”), any Asset or Assets (or any direct or indirect Equity Interests in the owner thereof), in each case other than (x) the Transfer of any asset with a gross book value equal to $1,000,000 or less in the ordinary course of business on arm’s length terms, and (y) the following Transfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (i) the Transfer of any assets that are purported to be conveyed not Borrowing Base Assets or direct or indirect Equity Interests in connection with a Permitted Securitization but including assets purported to be conveyed pursuant Borrowing Base Assets to any sale leaseback transactionPerson (including, without limitation, the Transfer of any Transfer Healthcare Asset), provided, that the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such Transfer; (ii) having an aggregate book value the lease or sublease of assets, as lessor or sublessor (determined as the case may be), in the ordinary course of business, (iii) the Transfer of any Borrowing Base Asset or Borrowing Base Assets to any Person, or the designation of a Borrowing Base Asset or Borrowing Base Assets as a non-Borrowing Base Asset or non-Borrowing Base Assets, in each case with the intention that such Borrowing Base Asset or Borrowing Base Assets, upon consummation of such Transfer or designation, shall no longer constitute a Borrowing Base Asset or Borrowing Base Assets, provided that: (A) immediately after giving effect to such Transfer or designation, as the case may be, the remaining Borrowing Base Assets shall continue to satisfy the requirements set forth in clauses (a) through (h) of the definition of Borrowing Base Conditions, (B) immediately after giving effect to such Transfer or designation, as the case may be, the Borrowing Base Debt Service Coverage Ratio of all remaining Borrowing Base Assets (measured on a pro forma basis as of the date of immediately following such transaction for all Transfer) shall not be less than 1.50:1.00, (C) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to and on a pro forma basis immediately after giving effect to such transactions since the date hereofTransfer or designation, (D) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower or prior to the date of such saleTransfer or designation, leaseas the case may be, transfer or disposition the Borrower shall have delivered to the Administrative Agent (A) a Borrowing Base Certificate demonstrating that the Facility Available Amount (calculated on a pro forma basis after giving effect to such Transfer and to any entity repayment of Advances made at the time thereof) will be greater than or equal to the Facility Exposure, and (B) a certificate of the Chief Financial Officer (or other than Responsible Officer performing similar functions) of the Borrower demonstrating compliance with the foregoing clauses (A) through (D) and confirming that no Default or Event of Default shall exist on the date of such Transfer or will result therefrom, together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (E) the Administrative Agent and the Required Lenders shall have consented in writing to such Transfer or designation prior to the consummation thereof (except in the case of the Transfer or designation of up to five Borrowing Base Assets in the aggregate during the term of the Facility that the Borrower or any other Loan Party may elect to Transfer or designate without the consent of its wholly owned direct or indirect Subsidiaries; providedthe Administrative Agent and the Required Lenders), however, it being agreed that the limitation Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have consented to such Transfer or designation within ten (10) Business Days after receipt of request therefor from the Borrower together with such supporting information in this clause (ii) shall not in any way restrict, and shall not apply to, reasonable detail consistent with the requirements of clauses (A) [reserved]through (D) above as the Administrative Agent shall reasonably request, (iv) the Transfer of inventory in the ordinary course of business, and (B) [reserved], or (Cv) the sale, lease, transfer or disposal of assets in transactions solely among one or more of the Borrower and its Subsidiaries (other disposition than the Transfer of any Borrowing Base Asset or Borrowing Base Assets or any direct or indirect Equity Interests therein, except to the extent permitted by Section 5.02(e)(iii)). (I) a Transfer of a portion or all Borrowing Base Assets owned and leased by a Guarantor in accordance with Section 5.02(e)(iii) or (II) the designation by a Guarantor of a portion or all Borrowing Base Assets owned or leased by it as non-Borrowing Base Assets pursuant to Section 5.02(e)(iii), the Administrative Agent shall, upon the request of the Borrower and at the Borrower’s expense, promptly release any mortgages, deeds of trust, security agreement, and UCC financing statements from such transferred Borrower Base Assets or assets designated as non-Borrowing Base Assets. Further, following (x) a Transfer of all Borrowing Base Assets owned or leased by a Guarantor in accordance with Section 5.02(e)(iii) or (y) the designation by a Guarantor of all Borrowing Base Assets owned or leased by it as non-Borrowing Base Assets pursuant to another BorrowerSection 5.02(e)(iii), a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all the Administrative Agent shall, upon the request of the assets Borrower and liabilities of at the Borrower’s expense, promptly release such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowGuarantor from the Guaranty and the Security Agreement.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction of, any assets, or a series of transactions) grant any option or other right to purchase, lease or otherwise acquire any assets located other than Inventory to be sold in the United States ordinary course of its business, except: (i) sales of Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d); (iii) the sale of any asset (including Equity Interests) by such Loan Party or any Subsidiary of such Loan Party (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) so long as (A) the purchase price paid (including any assets that are purported holdback or escrow amount for post-closing purchase price adjustments or indemnity claims) to such Loan Party or such Subsidiary for such asset shall be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book no less than the fair market value (determined as of the date of such transaction for all such transactions since asset at the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date time of such sale, lease(B) the purchase price for such asset shall be paid to such Loan Party or such Subsidiary solely in cash and (C) the aggregate purchase price paid to such Loan Party and all of its Subsidiaries for such asset and all other assets sold by such Loan Party and its Subsidiaries pursuant to this clause (iii) shall not exceed $5,000,000; (iv) the sale of any Excluded Asset so long as (A) the purchase price paid (including any holdback or escrow amount for post-closing purchase price adjustments or indemnity claims) to such Loan Party for such Excluded Asset shall be no less than the fair market value of such asset at the time of such sale and (B) the purchase price for such asset shall be paid to such Loan Party solely in cash, (v) sales of obsolete or worn out property or property no longer used or useful in the business of MII and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (vi) any contribution or transfer of Equity Interests in B&W and its Subsidiaries, Equity Interests in MII, the Asbestos Settlement Note, rights to insurance and insurance proceeds or disposition other assets pursuant to the terms of the Settlement Agreement; (vii) any entity other than such Borrower contribution or transfer of intellectual property to B&W and its Subsidiaries and any forgiveness of intercompany receivables or Debt owing from B&W or any of its wholly owned direct Subsidiaries in connection with the consummation of the transactions contemplated by the Settlement Agreement; (viii) charters of vessels in the ordinary course of business; (ix) Liens permitted under Section 5.02(a)(x) (to the extent that any such Lien would constitute a sale, transfer or indirect Subsidiaries; provided, however, that other disposition of property under the limitation in this clause laws of any applicable jurisdiction); (iix) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the The sale, lease, transfer or other disposition of any Borrower’s assets asset by any Loan Party or one of its Subsidiaries to another Borrower, a Loan Party or any Subsidiary of another a Loan Party; provided that to the extent any such asset constitutes Collateral, such sale, lease, transfer or other disposition shall not impair the security interest or the enforcement rights of the Secured Parties in respect of such asset; and (xi) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of clauses (iii), (iv) and (v) above; provided that in the case of sales of assets pursuant to clauses (iii) and (iv) above, such Borrower shall, not more than three Business Days after the date of receipt by any Borrower or a newly-formed Person to which all or substantially all any of its Subsidiaries of the assets Net Cash Proceeds from such sale, collateralize the Facilities pursuant to, and liabilities of such Borrowers or their Subsidiaries are being transferredin the amount set forth in, in each case under this clause (CSection 2.06(b), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrowerof, or permit any Significant Subsidiary of such Borrower its Restricted Subsidiaries to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit of, any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than payments of cash or Cash Equivalents), or grant any option or other right to purchase (to the extent the exercise of such option or right to purchase would result in a transaction not otherwise permitted under this Section 5.2(e)), lease or otherwise acquire any assets (each of the foregoing being a "Disposition"), except: (i) Dispositions (other than by way of lease) of Inventory in the ordinary course of its business; (ii) Dispositions of (x) the Anam Shares at (unless any such Disposition is made pursuant to clauses (viii) or (ix) of this Section 5.2(e)) Fair Market Value and (y) other assets for cash and for a Fair Market Value in an aggregate amount not to exceed (in respect of this clause (y) only) $25,000,000 in any Fiscal Year (provided, that are purported in determining such amount in respect of any lease, such amount shall be the Fair Market Value of the assets subject to such lease); (iii) Dispositions of surplus, damaged, worn or obsolete fixed assets in the ordinary course of business; (iv) the making of Investments and Dispositions to the extent constituting Investments permitted by Section 5.2(f), provided that this clause (iv) shall not be conveyed construed so as to permit Dispositions of such Investments; (v) sales or discounts without recourse of accounts receivables arising in the ordinary course of business in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transactionthe collection or compromise thereof; (vi) having an aggregate book value (determined as sales of licenses or sublicenses by the Borrower or such Restricted Subsidiary of its patents, copyrights, trademarks, trade names and service marks in the ordinary course of business and which do not materially interfere with the business of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any Restricted Subsidiary; (vii) Dispositions of its wholly owned direct any interest in property through the granting of a Lien permitted under Section 5.2(a); (viii) Dispositions of assets (A) among the Borrower and any of the Domestic Subsidiaries that are Wholly-Owned Restricted Subsidiaries, (B) among any of the Foreign Subsidiaries that are Wholly-Owned Restricted Subsidiaries and (C) from a Foreign Subsidiary that is not a Wholly-Owned Restricted Subsidiary to a Foreign Subsidiary that is a Wholly-Owned Restricted Subsidiary; provided that any such sale or indirect Subsidiaries; provideddisposition, however, that in the limitation in case of this clause (iiC) shall not only, is made on terms no less favorable to the applicable Wholly-Owned Restricted Subsidiary than would be provided for in any way restrictan arm's length transaction; and (ix) Dispositions of assets to Non Wholly-Owned Affiliates made after the Effective Date; provided that, and shall not apply toafter giving effect to such sale or disposition, (A) [reserved], the Investment in such Non Wholly-Owned Affiliate is permitted pursuant to Section 5.2(f) and (B) [reserved], or (C) at the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities time of such Borrowers sale or their Subsidiaries are being transferreddisposition, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowno Default shall have occurred and be continuing or would result therefrom.

Sales, Etc. (i) OF ASSETS. Sell, lease, transfer or otherwise --------------------- dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction of, any assets, or a series of transactions) assets located grant any option or other right to purchase, lease or otherwise acquire any Collateral other than Inventory to be sold in the United States ordinary course of its business, except (i) sales of Inventory in the ordinary course of its business, (ii) in a transaction authorized by subsection (d) of this Section, (iii) the sale of any asset by the Borrower or any Subsidiary (other than any a bulk sale of Inventory and a sale of Accounts Receivable other than delinquent accounts for collection purposes only) so long as (A) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (B) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash and (C) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed sold by the Borrower and its Subsidiaries during the same Fiscal Year pursuant to any sale leaseback transactionthis clause (iii) having an aggregate book value shall not exceed $5,000,000 and (determined as of D) the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such BorrowerBorrower shall, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, leaseprepay the Advances pursuant to, transfer or disposition and in the order of priority set forth in, Section 2.05(b)(ii) in an aggregate principal amount equal to any entity other than such the Net Cash Proceeds received by the Borrower or such Subsidiary from the sale of such asset and (iv) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction which would be permitted under the provisions of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this next preceding clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (Ciii), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or agree or permit any of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported its Subsidiaries to be conveyed in connection with a Permitted Securitization but including assets purported agree to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such salesell, lease, transfer or disposition otherwise dispose of (including by the grant of any option or other right in favor of any Person to purchase, lease or otherwise acquire) any entity assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other than such right in favor of any Person to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d); (iii) sales, transfers or other dispositions of assets among the Borrower and Guarantors; (iv) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; (v) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (vi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary of the Borrower; (vii) licensing and cross-licensing arrangements entered into in the ordinary course of business involving any technology or other intellectual property of the Borrower or any Subsidiary of the Borrower; (viii) (A) dispositions of cash or Cash Equivalents for fair value and (B) leases and subleases of property in the ordinary course of business not materially interfering with the business of the Borrower and its Subsidiaries; and (ix) the sale of any other asset by the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, Subsidiaries so long as (A) [reserved]immediately before and after giving effect thereto, no Default shall occur and be continuing, (B) [reserved]the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets purchase price for such asset shall be paid to another Borrower, a Subsidiary of another the Borrower or a newly-formed Person such Subsidiary at least 75% in cash and (D) the aggregate fair market value of such asset and all other assets sold by the Borrower and its Subsidiaries, and the aggregate purchase price paid to which all or substantially the Borrower and all of its Subsidiaries for such asset and all other assets sold by the assets Borrower and liabilities of such Borrowers or their Subsidiaries are being transferredits Subsidiaries, in each case under during the same Fiscal Year pursuant to this clause (Cix), shall not exceed $5,000,000; provided that in the case of sales of assets pursuant to a transaction permitted under subsection clause (cix) belowabove, the applicable Loan Party shall, on the date of receipt by such Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances, and cash collateralize the Letters of Credit, pursuant to, and in the amount and order of priority set forth in, Section 2.06(b)(ii), as specified therein.

Sales, Etc. It will not sell, assign (iby operation of law or otherwise) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrowerits Properties, or permit assign any Significant Subsidiary of such Borrower right to do so; providedreceive income in respect thereof, however, the limitation in this clause other than: (i) shall not sales of inventory in any way restrict, and shall not apply to, any Specified Disposition; or the ordinary course of business; (ii) sellthe sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, leaseor such equipment is exchanged for, transfer or otherwise dispose replacement equipment or(z) such equipment is no longer necessary for the operations of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located the Borrowers in the United States ordinary course of business; (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (Ciii) the sale, leaselease or other disposition of assets by any Borrower to any other Borrower so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, transfer (y) such sale, lease or disposition is permitted by applicable law and would not render either Borrower insolvent, and (z) the Lender shall retain a first priority Lien on all of the Collateral subject to such sale, lease or disposition; (iv) the transfer, sale, lease or other disposition of any Borrower’s assets by any Borrower to another Borrower(x) MarketRing.com, Inc., or (y) xxx Xxxxxxxx Subsidiary (other than Matria Canada, Inc., and Perinatal Services Nederland B.V.), but in each case (1) only so long as no Default or Event of Default shall be continuing or would result therefrom, and (2) the Lender shall have been granted a Subsidiary first priority Lien on and collateral assignment of another Borrower 100% of the capital stock or other ownership interests of the transferee (together with certificates evidencing such ownership interests and undated stock powers duly executed and blank, as required by the Lender) and a newly-formed Person to which all or substantially first priority Lien on all of the assets and liabilities Collateral of such Borrowers or their Subsidiaries are being transferredtransferee, in each case under this clause (C)subject only to Permitted Liens, and the transferee shall have executed a joinder to the Agreement and the other Documents, pursuant to which such transferee shall have assumed all obligations of a transaction permitted under subsection Borrower pursuant thereto, such joinder to be in form and substance satisfactory to the Lender Group and to be accompanied by an opinion of independent counsel to the effect that such joinder and the Documents are enforceable against such transferee in accordance with their terms and such other documents, certificates and opinions in form and substance satisfactory to the members of the Lender Group as the members of the Lender Group may reasonably request, provided, that nothing in this clause shall restrict the ability of the Borrowers to make Permitted Investments in MarketRing.com, Inc., as cxxxxxxxxxxx xy clause (cviii) belowof the definition of "Permitted Investments"; (v) sales or other dispositions of assets other than Receivables to the extent the aggregate amount of consideration received by the Borrowers in connection therewith does not exceed $500,000 for all such sales and dispositions during any fiscal year.

Sales, Etc. (i) of Assets. --------------------- Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (a) Sales of (whether in one transaction or a series of transactions) assets located inventory in the United States ordinary course of business; (other than b) Sales of obsolete equipment in the ordinary course of business; (c) The sale of any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of fixed asset by the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct Subsidiaries (i.e., not including in any event a sale of inventory or indirect Subsidiariesa sale of ---- receivables or a sale of capital stock) so long as (i) the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (ii) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash and (iii) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets sold by the Borrower and its Subsidiaries from and after the Closing Date pursuant to this clause (c) shall not exceed $1,000,000; and no sale of any fixed asset shall be made if such sale could impair the value or composition of the Collateral; (d) The sale of the capital stock, properties or assets of Egerton GRP; (e) The sale of the Personality Connector Property, provided that the -------- purchase price paid to the Borrower for such asset shall be no less than the fair market value of such asset at the time of such sale; and (f) The sale and leaseback of the Orpington Property between Egerton Holdings or one of its Subsidiaries and a third party (the "Orpington Sale/Leaseback"), provided, that such transaction occurs within twenty-four (24) -------- months following the Closing Date and is consummated at fair market value; provided, howeverfurther, that in the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition case of any Borrower’s sales of assets pursuant to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection --------- ------- 7.05(b), pursuant to a transaction permitted under subsection (c) belowor (f) above, the Borrower shall, on the date of receipt thereof, apply the entire Net Cash Proceeds from such sale in accordance with Section 2.06.

Sales, Etc. (i) Sellof Assets. Convey, leasetransfer, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer lease or otherwise dispose of (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereafter acquired) to any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Company may dispose of assets to any other Subsidiary of the Company or to the Company; (ii) the Company or any of its Subsidiaries may convey, transfer, lease or otherwise dispose of inventory or other assets in the ordinary course of business; (iii) the Company or any of its Subsidiaries may exchange Telephone Assets for Telephone Assets of any other Person, for the purpose of consolidating the Telephone Assets of the Company or such Subsidiary, to the extent of the greater of the book value and the fair market value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the Telephone Assets obtained by the Company or such Subsidiary as a result of such exchange; (iv) the Company and its Subsidiaries may sell, leaselease or otherwise transfer their wireless telecommunication towers and the real property and other assets associated with the towers (a "Tower Transaction"), transfer (v) the Company or dispose any of its Subsidiaries may sell any and all assets set forth on Schedule 5.02(c); (whether in one transaction or a series of transactionsvi) the Company and its Subsidiaries may sell other assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) for fair market value having an aggregate book value (determined as of the date of such transaction for all such transactions since assets so sold by the Company and its Subsidiaries of not more than $500,000,000 from the date hereof; and (vii) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower Company or any of its wholly owned direct Subsidiaries may sell or indirect Subsidiariesencumber accounts receivable with or without recourse; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferredprovided that, in each case under this clause (Cexcept clauses (i), pursuant to a (ii) and (vii) above), no Default shall have occurred and be continuing at the time of such proposed transaction permitted under subsection (c) belowor would result therefrom.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any Assets or grant any option or other right to purchase, lease or to otherwise acquire any Assets other than: (i) the sale, transfer, lease or other disposition of (whether in one transaction power, capacity, the right to transmit electricity or a series of transactions) assets located natural gas, fuel, fuel storage and processing and other products and services and Cash Equivalents in the United States ordinary course of business and any sale, lease or other disposition of damaged, surplus, worn-out or obsolete Assets in the ordinary course of business; (ii) the sale, transfer or other than disposition of any assets Emissions Credits; provided that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of extent such sale, lease, transfer or other disposition to any entity of Emissions Credits (A) is other than such in the ordinary course of business or (B) is in the ordinary course of business but results in Net Cash Proceeds to the Borrower or its Subsidiaries in excess of $40,000,000 in the aggregate from all such sales, transfers or other dispositions of emission credits in any Fiscal Year, the Net Cash Proceeds therefrom shall be required to be applied to prepay the Advances in accordance with the provisions of Section 2.03 and 2.05 of the Security Agreement or Section 2.06(c), as the case may be; (iii) transactions permitted under Section 5.02(d); (iv) sales, transfers, leases or other dispositions of Assets or Equity Interests among the Borrower and its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]in respect of sales, (B) [reserved]transfers or other dispositions by the Borrower to its Subsidiaries, or (C) the saleBorrower shall not sell, lease, transfer or otherwise dispose of any Assets to any Excluded Subsidiary (other than to AGC, AES Gleason or AES Wheatland in connection with the operation xx xxx business in the ordinary course as currently conducted or for the necessary maintenance and repair of the Assets of such Excluded Subsidiary), and (B) in respect of sales, transfers or other dispositions by Subsidiaries to other Subsidiaries, (1) with respect to Excluded Subsidiaries, only Excluded Subsidiaries may sell, transfer or otherwise dispose of Assets to another Excluded Subsidiary and (2) with respect to other Subsidiaries, such sales, transfers or other dispositions are either permitted by Section 5.02(f) or the transferring Subsidiary has received fair value for such sales, transfers or dispositions; (v) sales, transfers, leases or other dispositions of Assets; provided that (A) the consideration received by the Borrower and its Subsidiaries for such Asset shall have been determined on the basis of an arms-length negotiation with non-Affiliates, (B) with respect to any Asset or property for which consideration is received by the Borrower or any Subsidiary is in excess of $10,000,000, the consideration received shall be at least the Fair Market Value for such Asset or property and if the consideration to be received with respect to such Asset or property is equal to or greater than $75,000,000, the Borrower shall have delivered to the Administrative Agent an Officer's Certificate certifying that such sale, transfer, lease or other disposition is for Fair Market Value accompanied by a resolution of the Board of Directors of the Borrower pursuant to which the Board of Directors of the Borrower shall have concluded that such sale, transfer, lease or other disposition is for Fair Market Value which conclusion shall be supported by an appraisal or fairness opinion addressed to the Board of Directors from a Person other than an Affiliate of the Borrower which supports the conclusion that such sale, transfer or other disposition is for Fair Market Value, (C) no less than 75% of the purchase price (excluding the amount of any Borrower’s assets Debt assumed in connection with any such sale or other disposition by a Person other than any Loan Party) for such Asset shall be paid to another Borrowerthe Borrower and its Subsidiaries solely in cash or Cash Equivalents, a Subsidiary (D) no portion of another the non-cash proceeds received by the Borrower and its Subsidiaries shall consist of Debt of, or Equity Interests in, the Borrower or a newly-formed Person any of its Subsidiaries, (E) no Default or Event of Default shall have occurred and be continuing, (F) on or prior to which such sale, transfer or disposition, (I) all or substantially all Debt (other than under this Agreement) of the assets Borrower and liabilities its Subsidiaries secured by such Asset required by the terms thereof to be prepaid or repaid upon such sale, transfer or disposition shall have been so paid and (II) the relevant portion of the proceeds thereof required to be applied to the prepayment of Advances shall have been applied in accordance with the terms contained in the proviso at the end of this Section 5.02(e), and (G) the Borrower would be in compliance with the covenants set forth in Section 5.03 as of the most recently completed period ending prior to such Borrowers transaction for which financial statements and certificates required by Section 5.04(b) or their Subsidiaries are being transferred5.04(c) were required to have been delivered, in each case under after giving effect to such transaction and to any other event occurring during such period as to which pro forma recalculation is reasonably appropriate (including any other transaction described in this clause occurring after such period) as if such transaction (Cand the repayment of any Debt in connection therewith) had occurred as of the first day of such period; (vi) sales, transfers, leases or other dispositions of other immaterial Assets (other than Equity Interests in, or Debt or other Obligations of, any Subsidiary) in the ordinary course of business and on reasonable terms, if no Default exists at the time of such sale, transfer or other disposition; (vii) so long as any of AES Gleason, AES Wheatland, Conemaugh, NYC Energy LLC, Alleghexx Xxxxgy Supply Units 3, 4 and 5 LLC, Mon Synfuel, LLC or any of their respective Subsidiaries constitute an Excluded Subsidiary or Excluded Entity, the dissolution or liquidation of any thereof; (viii) sales or transfers of Equity Interests in the Parent to any Plan; (ix) sale, transfer, lease, swap, exchange or other disposition of Assets, including full or partial ownership percentages of the Borrower and its Subsidiaries' various generating facilities (including AGC and Bath County) or any Assets used in connection with or related to such generating facilities, including generating equipment, power, contract rights, permits, licenses and other intangibles, between the Borrower or any of its Subsidiaries and MPC or any of its Subsidiaries; provided that (A) such transfers or swaps shall be of generating facilities or ownership percentages therein, together with related Assets, with no less than equivalent fair market value (as determined by reference to the PA Report, if applicable) and cash flow characteristics or (B) if the Borrower and its Subsidiaries receive less than equivalent fair market value (as determined by reference to the PA Report, if applicable) for any Assets transferred or swapped, then (1) as a result of all such Asset transfers or swaps, taken as a whole, the Borrower and its Subsidiaries shall receive Assets with a fair market value (as determined by reference to the PA Report, if applicable) in an amount not less than the fair market value (as determined by reference to the PA Report, if applicable) less $500,000,000 of all Assets transferred or swapped out of the Borrower and its Subsidiary, (2) the PEC Service Agreement shall have been either terminated, amended to reflect market rates or assigned by the Borrower to a third party (other than a Subsidiary of the Borrower) that assumes the entirety of the Borrower's obligations thereunder and (3) the Borrower shall have delivered to the Administrative Agent (I) a certificate signed by the Chief Financial Officer of the Borrower certifying that (aa) after giving effect to such transfer or swap, any decrease in the fair market value of the Assets (determined at the time of such transfer or swap) held by the Borrower and its Subsidiaries as a result of such transfer or swap will be offset by the net present value of the impact of the termination, amendment or assignment of the PEC Service Agreement (except for any de minimis loss of value to the Borrower and its Subsidiaries) and (bb) the cumulative cash flow effect on the Borrower and its Subsidiaries of such transfer or swap (determined at the time of such transfer or swap) over the period from the date of such transfer or swap until March 8, 2011 shall not be negative and (II) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Chief Financial Officer in support of the statements contained in such certificate (each such transfer or swap, a "Permitted Asset Swap"); (x) sales, transfers or other dispositions of Assets from the Borrower or any of its Subsidiaries to the Parent or any of its Subsidiaries in connection with the Hunlock Transaction; provided that the aggregate Fair Market Value of such Assets, together with the amount of any Investments made by the Borrower or its Subsidiaries pursuant to Section 5.02(f)(x), does not exceed $45,000,000 in the aggregate; (xi) sales, transfers or other dispositions of Assets to any Joint Venture to the extent permitted by Section 5.02(f); and (xii) the issuance of any Equity Interests by (A) the Borrower to any Person or (B) any Subsidiary of the Borrower to the Borrower or any other Loan Party; provided that in the case of sales, transfers or other dispositions of Assets pursuant to a transaction permitted under subsection clause (cii) below(but only to the extent contemplated thereby), (v) or (vi) above, the Borrower shall, promptly upon receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, transfer or disposition prepay the Advances in accordance with the provisions of Sections 2.03 and 2.05 of the Security Agreement or Sections 2.06(b)(ii)(A) and 2.06(c), as the case may be.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of Inventory in the ordinary course of its business; (ii) sales, transfers, licenses, leases or other dispositions of assets made by (A) one Loan Party or a Subsidiary of Holdings which is not a Loan Party to, in either case, a Loan Party or (B) a Subsidiary of Holdings which is not a Loan Party to another Subsidiary of Holdings which is not a Loan Party; (iii) sales of assets for cash made by one Loan Party to a Subsidiary of Holdings which is not a Loan Party so long as (A) the aggregate purchase price paid to that Loan Party for such asset disposal (whether in one as a single transaction or as a series of transactionstransactions and whether related or not) shall not at any time exceed $5,000,000 and (B) the aggregate purchase price paid to that Loan Party for such asset, when aggregated with the purchase price paid to all Loan Parties for other assets located sold pursuant to this clause (iii), shall not at any time exceed $10,000,000; (iv) sales of assets for cash identified on Schedule 5.02(e) hereto for prices no less than the fair market value of such asset at the time of such sale; (v) the sale or lease of any asset by any Loan Party or any of its Subsidiaries (other than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) so long as (A) the purchase price paid to that Loan Party or such Subsidiary for such asset (or the net present value of the lease payments, as applicable) shall be no less than the fair market value of such asset at the time of such sale or lease, (B) the purchase price (or lease payments, as applicable) for such asset shall be paid to such Loan Party or such Subsidiary solely in cash, (C) (1) immediately before and immediately after giving pro forma effect to any sale or lease of any such asset, no Default shall have occurred and be continuing and (2) immediately after giving effect to such sale or lease, Holdings and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 5.04, such compliance to be determined on the basis of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties as though such sale or lease had been consummated as of the first day of the fiscal period covered thereby, and (D) the aggregate purchase price (or the net present value of the lease payments, as applicable) paid to any Loan Party or any of its Subsidiaries for such asset and all other assets sold or leased by any Loan Party or any of its Subsidiaries pursuant to this clause (v) shall not exceed $5,000,000 in any Fiscal Year and shall not exceed $10,000,000 in the United States aggregate for all such asset sales and leases made pursuant to this clause (v); (vi) sales, transfers or other dispositions of assets no longer used or useful in the business (including exchanges of such assets for like-kind assets, and disposals of such assets to insurers in respect of casualty or condemnation); (vii) disposals of assets to any Governmental Authority in exchange for compensation in respect of condemnation actions; (viii) mergers permitted under Section 5.02(d); and (ix) the licensing of intellectual property in the ordinary course of business, provided such licensing (other than any licensing to a Loan Party) takes place on an arm's length basis consistent with past practice; provided that in the case of sales of assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed other than pursuant to any sale leaseback transactionclause (i), (ii), (vi) having an aggregate book value and (determined as of viii) above, the Company shall, on the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to receipt by any entity other than such Borrower Loan Party or any of its wholly owned direct or indirect Subsidiaries; provided, however, that Subsidiaries of the limitation in this clause (ii) shall not in any way restrictNet Cash Proceeds from such sale apply such Net Cash Proceeds pursuant to, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (Caccordance with Section 2.06(b)(ii), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales of (whether in one transaction or a series of transactions) assets located Inventory in the United States ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d) (other than any subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets that are purported to be conveyed in connection with among the Borrower and Subsidiary Guarantors; (iv) sales, transfers or other dispositions from a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as Subsidiary of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date Borrower; (v) the sale of such sale, lease, transfer or disposition to any entity other than such asset by the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause Subsidiaries (iiother than a bulk sale of Inventory and a sale of Receivables other than delinquent accounts for collection purposes only) shall not in any way restrict, and shall not apply to, so long as (A) [reserved]no Default shall occur and be continuing, (B) [reserved]the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, or (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary in at least 90% cash and (D) the fair market value of such asset, when added to the fair market value of all other assets sold by the Borrower and its Subsidiaries pursuant to this clause (v), shall not exceed $5,000,000 from the Effective Date through and including the Termination Date; (vi) a Permitted Asset Exchange; (vii) the sale, lease, transfer or other disposition disposition, in the ordinary course, of any Borrower’s assets to another Borrowerequipment no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; and (viii) leases, a Subsidiary of another subleases and licenses granted by the Borrower or a newly-formed Person to which all or substantially all any of its Subsidiaries in the ordinary course of its business that do not materially interfere with the conduct of the assets and liabilities business of such Borrowers or their Subsidiaries are being transferredthe grantor thereof; provided that, in each the case under this clause of sales of assets pursuant to clauses (Cv) and (vii) above, the applicable Loan Party shall, on the date of receipt by such Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.06(b)(ii), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the The United States of America (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) provision shall not in any way restrict, and shall not apply to, (A) [reserved]the disposition of any Borrower’s direct or indirect interests in (1) the approximately 700 megawatt Fremont Energy Center in Fremont, Ohio, (B2) [reserved]the 42 megawatt Richland Peaking Facility in Defiance, Ohio, or (C3) the 18 megawatt Stryker Peaking Facility in Springfield, Ohio or (B) the sale, lease, transfer or other disposition of any a Borrower’s assets to another the other Borrower, a Subsidiary of another the other Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such both Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below. In addition, Attributable Securitization Obligations of the Borrowers and their respective Subsidiaries shall not at any time exceed in the aggregate $500,000,000.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or agree or permit any of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported its Subsidiaries to be conveyed in connection with a Permitted Securitization but including assets purported agree to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such salesell, lease, transfer or disposition otherwise dispose of (including by the grant of any option or other right in favor of any Person to purchase, lease or otherwise acquire) any entity assets, except: (i) sales of Inventory in the ordinary course of its business and the granting of any option or other than such right in favor of any Person to purchase, lease or otherwise acquire Inventory in the ordinary course of its business; (ii) in a transaction authorized by Section 5.02(d); (iii) sales, transfers or other dispositions of assets among the Borrower and Guarantors; (iv) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; (v) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (vi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary of the Borrower; (vii) licensing and cross-licensing arrangements entered into in the ordinary course of business involving any technology or other intellectual property of the Borrower or any Subsidiary of the Borrower; (viii) (A) dispositions of cash or Cash Equivalents for fair value and (B) leases and subleases of property in the ordinary course of business not materially interfering with the business of the Borrower and its Subsidiaries; (ix) the sale of any other asset by the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, Subsidiaries so long as (A) [reserved]immediately before and after giving effect thereto, no Default shall occur and be continuing, (B) [reserved]the purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, or (C) the purchase price for such asset shall be paid to the Borrower or such Subsidiary at least 75% in cash and (D) the aggregate fair market value of such asset and all other assets sold by the Borrower and its Subsidiaries, and the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets sold by the Borrower and its Subsidiaries, in each case during the same Fiscal Year pursuant to this clause (ix), shall not exceed $7,500,000; and (x) any other sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another asset by the Borrower or a newly-formed Person any of its Subsidiaries to which all the extent such sale, transfer or substantially all other disposition is permitted under the First Lien Senior Credit Facilities. provided that in the case of sales of assets pursuant to clause (ix) above, the applicable Loan Party shall, on the date of receipt by such Loan Party or any of its Subsidiaries of the assets Net Cash Proceeds from such sale, prepay the Advances pursuant to, and liabilities in the amount and order of such Borrowers or their Subsidiaries are being transferredpriority set forth in, in each case under this clause (CSection 2.04(b)(ii), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer 744224964 or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any the Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers the Borrower or their its Subsidiaries are being transferred, in each the case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, , (A) [reserved], (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the The United States of America (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) provision shall not in any way restrict, and shall not apply to, (A) [reserved]the disposition of any Borrower’s direct or indirect interests in (1) the approximately 700 megawatt Fremont Energy Center in Fremont, Ohio, (B2) [reserved]Signal Peak Energy, LLC, (3) the 42 megawatt Richland Peaking Facility in Defiance, Ohio, or (C4) the 18 megawatt Stryker Peaking Facility in Springfield, Ohio or (B) the sale, lease, transfer or other disposition of any a Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) OF ASSETS. Sell, leaselease (as lessor), transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, leaselease (as lessor), transfer or otherwise dispose of, any assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (a) Sales of (whether in one transaction or a series of transactions) assets located inventory and Cash Equivalents in the United States ordinary course of business; (b) Sales of obsolete or worn-out equipment and intellectual property in the ordinary course of business; (c) Sales or discounts of overdue accounts receivable in the ordinary course of business on customary terms and conditions; (d) Leases or subleases of real property or licenses or sublicenses of intellectual property in each case in the ordinary course of business; (e) The Borrower may transfer assets to any Subsidiary Guarantor and may make Investment in other than Subsidiaries to the extent permitted by Section 8.05(a); (f) Any Subsidiary of the Borrower may transfer assets to the Borrower or to any assets that are purported Subsidiary Guarantor or make an Investment in other Subsidiaries to be conveyed the extent permitted under Section 8.05(a) and the Borrower may transfer shares of Capital Stock of Holdings to the extent permitted by Section 8.06(f) and may cancel or retire any shares of its Capital Stock acquired in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to such transfer; (g) The sale of any sale leaseback transaction) having an aggregate book value (determined as of asset by the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct Subsidiaries (other than an asset included in Section 8.04(a) through (f)) so long as (i) the purchase price paid to the Borrower or indirect Subsidiariessuch Subsidiary for such asset shall be no less than the fair market value of such asset at the time of such sale, (ii) the purchase price for such asset shall be paid to the Borrower or such Subsidiary at least seventy-five percent (75%) in cash and (iii) the aggregate Net Cash Proceeds received by the Borrower and all of its Subsidiaries for such asset and all other assets sold by the Borrower and its Subsidiaries (other than an asset included in Section 8.04(a) through (f)) in any Fiscal Year pursuant to this clause (g) shall not exceed $10,000,000; provided, however, that the limitation Borrower and its Subsidiaries may sell or exchange specific items of equipment, so long as the purpose of each sale or exchange is to acquire (and results within 180 days of such sale or exchange in this clause the acquisition of) replacement items of equipment which are, in the reasonable 91 business judgment of the Borrower and its Subsidiaries, the functional equivalent of the item of equipment so sold or exchanged; provided that (i) in the case of sales of assets pursuant to Section 8.04(g), the Borrower shall apply the Net Cash Proceeds from such sale in accordance with Section 2.05(b)(iii) and (ii) shall not in any way restrictto the extent the Required Lenders or, and shall not apply toif required pursuant to Section 11.01, (A) [reserved]all Lenders, (B) [reserved], or (C) waive the sale, lease, transfer provisions of this Section with respect to the sale or other disposition of any Borrower’s assets to another BorrowerCollateral, a Subsidiary or any Collateral is sold or disposed of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of as permitted by this Section, such Borrowers or their Subsidiaries are being transferred, Collateral in each case under this clause (C)shall be sold or otherwise disposed of free and clear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions as are appropriate in connection therewith, pursuant to a transaction permitted under subsection (c) belowat the expense of the Borrower.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (a) sales of (whether in one transaction or a series of transactions) assets located inventory in the United States ordinary course of its business; (b) sales, leases, transfers or other than disposals of assets, or grants of any assets that are purported option or other right to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book purchase, lease or otherwise acquire assets, following the Effective Date for fair value (determined as valued at the time of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of any such sale, lease, transfer or disposition other disposal), in an aggregate amount in each Fiscal Year not to any entity other exceed 20% per annum of the Consolidated total assets of Group and its Subsidiaries as valued at the end of the preceding Fiscal Year of the U.S. Borrower, and the fair value of such assets shall have been determined in good faith by the Board of Directors of Group; (c) sales of assets on terms customary for comparable transactions in the good faith judgment of the Board of Directors of Group pursuant to agreements referred to in Section 8.2.1(b); (d) transfers of assets between Group and its Subsidiaries; (e) sales of assets listed on Schedule 8.2 hereto; (f) sales of assets and properties of Group and its Subsidiaries in connection with sale-leaseback transactions otherwise permitted hereunder (including, without limitation, under Section 8.2.3); (g) the sale or discount of accounts (i) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $10,000,000 in face amount per calendar year or (ii) that are past due by more than 90 days, provided that the sale or discount of such Borrower accounts is in the ordinary course of the Group's business and consistent with prudent business practices; (h) the licensing of trademarks and trade names by Group or any of its wholly owned direct or indirect Subsidiaries; providedSubsidiaries in the ordinary course of its business, however, provided that the limitation in this clause such licensing takes place on an arm's-length basis; (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (Ci) the salerental by Group and its Subsidiaries, leaseas lessors, transfer or other disposition in the ordinary course of any Borrower’s assets to another Borrowertheir respective businesses, a Subsidiary on an arm's-length basis, of another Borrower or a newly-formed Person to which all or substantially all of the assets real property and liabilities of such Borrowers or their Subsidiaries are being transferredpersonal property, in each case under this clause leases (Cother than capitalized leases), pursuant to a transaction permitted under subsection ; and (cj) belowsales of Margin Stock for fair value as determined in good faith by the Board of Directors of Group.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, except: (i) sales or other dispositions of (inventory, or of surplus, obsolete or worn-out property or assets, whether in one transaction now owned or a series of transactions) assets located hereafter acquired, in the United States ordinary course of its business; (ii) the sale or other disposition of any other property or assets in the ordinary course of business; (iii) the sale or other disposition of any property or assets (other than assets described in clauses (i) and (ii) above), provided that any assets that are purported to such sale or disposition shall be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an for fair value and the aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book market value of all assets so sold or disposed of in any period of twelve consecutive months shall not exceed $10,000,000; (iv) the consolidated fixed assets of such Borrowerliquidation, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or other disposition by any Subsidiary of any or all of its assets (upon voluntary liquidation or otherwise) to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause other Loan Party; (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (Cv) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another asset by the Borrower or any of its Subsidiaries (other than a newly-formed Person bulk sale of inventory and a sale of receivables other than delinquent accounts for collection purposes only (a "COLLECTION SALE")) so long as (A) the purchase price paid to which all the Borrower or substantially such Subsidiary for such asset shall be no less than the fair market value (as determined by the Board of Directors of the Borrower or such Subsidiary) of such asset at the time of such sale, (B) at least 80% of such purchase price shall be paid in cash and (C) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets sold by the assets Borrower and liabilities of such Borrowers or their its Subsidiaries are being transferred, in each case under during the same Fiscal Year pursuant to this clause (Cv) shall not exceed $20 million; (vi) any PCS HQ Sale, and one or more other sale-leasebacks of assets having an aggregate market value of not more than $25 million; (vii) the abandonment, sale or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole; (viii) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Loan Party; (ix) in a transaction authorized by Section 5.02(d) (other than subsection (iii) thereof); (x) the sale of accounts receivable in connection with the Asset Securitization, which sale is non-recourse with respect to the Borrower and its Subsidiaries (other than the Receivables Subsidiary) to the extent customary in structured finance transactions of such type; (xi) the sale or discount (without recourse and in the ordinary course of business) of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale); and (xii) the license or sublicense of software, trademarks and other intellectual property in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole, so long as each such license is permitted to be assigned pursuant to the Security Agreement and does not otherwise prohibit the granting of a Lien by the Borrower or any of its Subsidiaries pursuant to the Security Agreement in the intellectual property covered by such license or such sublicense. provided that, in the case of sales of assets pursuant to clauses (v) and (x) above, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.06(b), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. of Assets. (i) SellIn the case of the Parent Guarantor, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (whether in one transaction other than the Parent Guarantor), sell, lease (other than by entering into Tenancy Leases), transfer or a series of transactionsotherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire (each action described in clause (ii) of this subsection (whether in one transaction e) being a "TRANSFER"), any Asset or a series of transactions) assets located Assets (or any direct or indirect Equity Interests in the United States owner thereof) other than the following Transfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: (A) the Transfer of any Asset or Assets that are not Borrowing Base Assets from any Loan Party to another Loan Party (other than the Parent Guarantor) or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any assets other Loan Party (other than the Parent Guarantor), (B) the Transfer of any Asset or Assets that are purported not Borrowing Base Assets to any Person that is not a Loan Party, provided that the Transfer satisfies the following requirements: (1) the purchase price paid to the applicable Loan Party for such Asset or Assets shall not be less than the fair market value of such Asset or Assets at the time of such sale, (2) at least 75% of the purchase price paid for such Asset or Assets shall be paid to the applicable Loan Party solely in cash, and (3) if the sales proceeds from any such Transfer are in excess of $1,000,000, net of expenses incurred and any Debt of the Parent Guarantor or any of its Subsidiaries required to be conveyed repaid in connection with such Transfer (the "NET ASSET SALES PROCEEDS"), and such Net Asset Sales Proceeds shall not be reinvested as permitted under Section 5.02(f) (including without limitation clauses (iii) and (iv) thereof) or used to repay Debt of the Parent Guarantor or any of its Subsidiaries within 12 months after the date of such Transfer, then the Borrower shall apply any such unreinvested Net Asset Sales Proceeds to prepay the Obligations, or (C) the Transfer of (1) obsolete or worn out FF&E in the ordinary course of business or (2) inventory in the ordinary course of business, which FF&E or inventory, as the case may be, is used or held in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) belowBorrowing Base Asset.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets or grant any option or other right to purchase, lease or to otherwise acquire any assets other than: (i) the sale or lease of (whether in one transaction power, capacity, the right to transmit electricity or a series of transactions) assets located natural gas, fuel and other products and services in the United States ordinary course of business and any sale, lease or other disposition of damaged, surplus, worn-out or obsolete assets in the ordinary course of business; (ii) the sale, transfer or other than disposition of any assets Emissions Credits; provided that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of extent such sale, lease, transfer or other disposition to any entity of Emissions Credits (A) is other than such in the ordinary course of business or (B) is in the ordinary course of business but results in Net Cash Proceeds to the Borrower or its Subsidiaries in excess of $20,000,000 in the aggregate from all such sales, transfers or other dispositions of emission credits in any Fiscal Year, the Net Cash Proceeds therefrom shall be required to be applied to prepay the Advances in accordance with the provisions of Section 2.03 and 2.05 of the Security and Intercreditor Agreement; (iii) transactions permitted under Section 5.02(d); (iv) sales, transfers or other dispositions of assets or Equity Interests among the Borrower and its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]in respect of sales, (B) [reserved]transfers or other dispositions by the Borrower to its Subsidiaries, or (C) the saleBorrower shall not sell, lease, transfer or other disposition otherwise dispose of any Borrower’s assets to any Excluded Subsidiary, and (B) in respect of sales, transfers or other dispositions by Subsidiaries to other Subsidiaries, (1) with respect to Excluded Subsidiaries, only Excluded Subsidiaries may sell, transfer or otherwise dispose of assets to another BorrowerExcluded Subsidiary and (2) with respect to other Subsidiaries, a such sales, transfers or other dispositions are either permitted by Section 5.02(f) or the transferring Subsidiary has received fair value for such sales, transfers or dispositions; (v) sales, transfers or other dispositions of another assets (including Equity Interests in any Subsidiary or any contractual rights); provided that (A) the consideration received by the Borrower and its Subsidiaries for such asset shall have been determined on the basis of an arms-length negotiation with non-Affiliates, (B) with respect to any asset or property for which consideration is received by the Borrower or any Subsidiary is in excess of $10,000,000, the consideration received shall be at least the Fair Market Value for such Asset and (1) if the consideration to be received with respect to such asset or property is equal to more than $10,000,000 but less than $25,000,000, the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that such sale, transfer or other disposition is for Fair Market Value, (2) if the consideration to be received with respect to such asset or property is equal to $25,000,000 but less than $75,000,000, the Borrower shall have delivered to the Administrative Agent, an Officer’s Certificate accompanied by a newly-formed Person resolution of the Board of Directors of the Company pursuant to which all or substantially all the Board of Directors of the assets Company shall have concluded that such sale, transfer or other disposition is for Fair Market Value, and liabilities (3) if the consideration to be received with respect to such asset or property is equal to or greater than $75,000,000, an Officer’s Certificate accompanied by a resolution of the Board of Directors of the Company pursuant to which the Board of Directors of the Company shall have concluded that such Borrowers sale, transfer or their other disposition is for Fair Market Value which conclusion shall be supported by an appraisal or fairness opinion addressed to the Board of Directors from a Person other than an Affiliate of the Borrower which supports the conclusion that such sale, transfer or other disposition is for Fair Market Value, (C) no less than 75% of the purchase price (excluding the amount of any Debt assumed in connection with any such sale or other disposition by a Person other than any Loan Party) for such asset shall be paid to the Borrower and its Subsidiaries are being transferredsolely in cash or Cash Equivalents, (D) no portion of the non-cash proceeds received by the Borrower and its Subsidiaries shall consist of Debt of, or Equity Interests in, the Borrower or any of its Subsidiaries, (E) no Default or Event of Default shall have occurred and be continuing, (F) on or prior to such sale, transfer or disposition, all Debt (including any Pollution Control Bonds) secured by such asset shall have been either (1) defeased or repaid in full or (2) assumed by a Person other than any Loan Party in connection with such sale, transfer or other disposition, and (G) the Borrower would be in compliance with the covenants set forth in Section 5.03 as of the most recently completed period ending prior to such transaction for which financial statements and certificates required by Section 5.04(b) or 5.04(c) were required to have been delivered or for which comparable financial statements have been filed with the SEC, in each case under after giving effect to such transaction and to any other event occurring during such period as to which pro forma recalculation is reasonably appropriate (including any other transaction described in this clause occurring after such period) as if such transaction (Cand the repayment of any Debt in connection therewith) had occurred as of the first day of such period; (vi) sales, transfers or other dispositions of other immaterial property (other than Equity Interests in, or Debt or other Obligations of, any Subsidiary) in the ordinary course of business and on reasonable terms, if no Default exists at the time of such sale, transfer or other disposition; (vii) so long as any of Conemaugh, NYC Energy LLC, Allegheny Energy Supply Units 3, 4 and 5 LLC, Mon Synfuel LLC or any of their respective Subsidiaries constitute an Excluded Subsidiary, the dissolution or liquidation of any thereof; and (viii) sales or transfers of Equity Interests in the Parent to any Plan; provided that in the case of sales, transfers or other dispositions of assets pursuant to clause (ii) (but only to the extent contemplated thereby), pursuant to a transaction permitted under subsection (cv), (vi) belowor (vii) above, the Borrower shall, promptly upon receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, transfer or disposition prepay the Advances in accordance with the provisions of Section 2.03 and 2.05 of the Security and Intercreditor Agreement.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the The United States of America (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) provision shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) to the sale, lease, transfer or other disposition of any a Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell (iincluding sales and issuances of Capital Stock of any Subsidiary (other than sales and issuances that do not decrease the percentage ownership of the Borrower and its Subsidiaries in each class of Capital Stock of such Subsidiary)), lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except (provided that the issuance and sale of stock by the Borrower shall not be subject to this Section 7.5): (a) Sellthe Borrower and its Subsidiaries may sell inventory in the ordinary course of business; (A) the Borrower may sell, lease, transfer or otherwise dispose of any shares of common stock its property or assets to any of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrictSubsidiaries, and shall not apply to, (B) any Specified Disposition; or (ii) of the Subsidiaries may sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its property or assets to the Borrower or any of the other Subsidiaries; provided that, in each case (other than in connection with Intercompany Receivables), (x) if the transferor in such transaction is a Domestic Subsidiary and the transferee in such transaction is a Domestic Subsidiary, on a pro forma basis, the Borrower and its Subsidiaries would be in compliance with Section 7.12 and Section 7.16 and (y) if the transferee in such transaction is a Foreign Subsidiary, such transaction is permitted by Section 7.6; -107- (c) any Subsidiary of the Borrower that is no longer actively engaged in any business or activities and does not have property and assets with an aggregate book value in excess of $1,000,000 may be wound up, liquidated or dissolved so long as such winding up, liquidation or dissolution is determined in good faith by management of the Borrower to be in the best interests of the Borrower and its Subsidiaries; (d) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of (whether in one transaction any obsolete, damaged or a series of transactions) assets located worn out equipment thereof or any other equipment that is otherwise no longer useful in the United States conduct of their businesses; (other than any e) the Borrower and its Subsidiaries may lease or sublease Real Property to the extent required for their respective businesses and operations in the ordinary course so long as such lease or sublease is not otherwise prohibited under the terms of the Loan Documents; (f) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of property and assets that are purported not otherwise permitted to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed sold, leased, transferred or disposed of pursuant to any sale leaseback transaction) having an this Section 7.5 so long as the aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed property and assets of the Borrower and its Subsidiaries sold, leased, transferred or otherwise disposed of pursuant to this clause (f) does not exceed $625,000,000 in the aggregate since the Closing Date; provided that: (A) the gross proceeds received from any such Borrowersale, as reported on the most recent consolidated balance sheet of such Borrower prior lease, transfer or other disposition shall be at least equal to the date fair market value of the property and assets so sold, leased, transferred or otherwise disposed of, determined at the time of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], disposition; (B) [reserved], or (C) at least 75% of the value of the aggregate consideration received from any such sale, lease, transfer or other disposition shall be in cash; provided that (i) up to one-third of such 75% may consist of notes or other obligations received by the Borrower or such Subsidiary that are due and payable or otherwise converted by the Borrower or such Subsidiary into cash within 365 days of receipt, which cash (to the extent received) shall constitute Net Cash Proceeds attributable to the original transaction; (ii) any unsubordinated Debt of the Borrower or any of its Subsidiaries (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet) that is assumed by the transferee of any Borrower’s such assets shall constitute cash for purposes of this Section 7.5(f), so long as the Borrower and all of its Subsidiaries are fully and unconditionally released therefrom; and (iii) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries, having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to another Borrowerthis clause (B) after the Closing Date not to exceed $100,000,000 at the time of receipt of such Designated Non-Cash Consideration shall be deemed to be cash for purposes of this Section 7.5(f) (it being understood that the fair market value of each item of Designated Non-Cash Consideration is measured at the time of receipt without giving effect to subsequent changes in value); provided that if such Designated Non-Cash Consideration is sold for, or otherwise converted into, cash, such cash shall constitute Net Cash Proceeds attributable to the original transaction; (C) immediately before and immediately after giving pro forma effect to any such sale, lease, transfer or other disposition, no Default shall have occurred and be continuing; (D) with respect to any disposition under this subsection that exceeds $50,000,000, within five Business Days prior to such disposition, and with respect to any other disposition under this subsection, within 15 Business Days after such disposition, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a Subsidiary certificate identifying the property disposed of another and stating (a) that immediately before and after giving effect thereto, no Default existed or will exist, (b) that the consideration received or to be received by the Borrower or such Subsidiary for such property has been determined by the Borrower or the applicable Subsidiary to be not less than the fair market value of such property, (c) the total expected consideration to be paid in respect of such disposition and (d) the expected Net Cash Proceeds resulting from such disposition; and (E) if and to the extent that the Net Cash Proceeds of any transaction effected pursuant to this Section 7.5(f) shall not have been reinvested (pursuant to a newly-formed Person Reinvestment Notice), such Net Cash Proceeds shall be applied to which all prepay Loans to the extent, and in accordance with, Section 2.11; (g) the Borrower and its Subsidiaries may exchange assets and properties with another Person; provided that: (A) the assets or substantially all properties received by the Borrower or its Subsidiaries shall be used in a business permitted by Section 7.3 as conducted immediately prior to such transaction, or in an incidental or related business; (B) the total consideration received by the Borrower or such Subsidiary for such assets or property shall have been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged; (C) immediately before and liabilities of immediately after giving pro forma effect to any such Borrowers exchange, no Default shall have occurred and be continuing; (D) any cash received by the Borrower or their Subsidiaries are being transferred, any such Subsidiary in each case connection with such exchange shall be treated as Net Cash Proceeds subject to Section 2.11 and any cash paid by the Borrower or any Subsidiary in connection with such exchange shall be treated as an acquisition expenditure under Section 7.6(e); (E) with respect to any exchange under this clause (Csubsection that involves assets and/or property with a value in excess of $50,000,000, within five Business Days prior to such exchange, and with respect to any other exchange under this Section 7.5(g), pursuant within fifteen Business Days after such exchange, the Borrower shall deliver to the Administrative Agent, on behalf of the Lenders, a transaction permitted under subsection certificate identifying the assets or property disposed of and acquired in such exchange, and stating (a) that immediately before and after giving effect thereto, no Default existed or will exist, (b) that the total consideration received by or expected to be received by the Borrower or such Subsidiary for such assets or property has been determined by the Borrower or such Subsidiary to be not less than the fair market value of the assets or property exchanged, and (c) belowthe amount, if any, of the expected cash to be paid or Net Cash Proceeds to be received in connection with such exchange; (F) if Collateral is exchanged the assets and properties received in exchange shall constitute Collateral and Sections 6.12 and 6.13 shall be complied with; (h) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions (i) with respect to the Denver Headquarters and (ii) with respect to any other property; provided that the aggregate value of property sold or transferred under this subclause (ii) shall not exceed $225,000,000 since the Closing Date; provided that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b); (i) the Borrower and its Subsidiaries may purchase, sell or otherwise transfer (including by capital contribution) Receivables Assets pursuant to Permitted Receivables Financings; (j) the Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose of assets or property (i) in anticipation of any Investment pursuant to Section 7.6(e), (f), (h), (i), (k), (l) and (m) (including as a result of discussion with antitrust regulators in connection with such Investment) or (ii) as required pursuant to any consent decree or similar order or agreement, which decree, order or agreement is issued or entered into prior to the consummation of such Investment and in connection therewith by the Antitrust Division of the U.S. Department of Justice, the Bureau of Competition of the U.S. Federal Trade Commission and/or any similar state or foreign regulatory agency or body; (k) within 180 days of the acquisition by the Borrower or any Subsidiary of any Real Property after the Closing Date the Borrower or such Subsidiary may sell or otherwise transfer such Real Property in connection with a Sale and Leaseback Transaction so long as the Borrower shall be in compliance with Section 7.2 after giving effect to such Sale and Leaseback Transaction; provided that the Net Cash Proceeds from such transaction are applied in accordance with Section 2.11(b); (l) any Subsidiary of the Borrower may issue additional Capital Stock to management or employees and physicians under contract with the Borrower or any of its Subsidiaries in an amount not in excess of $15,000,000 in the aggregate in any twelve month period; and (m) The Borrower and its Subsidiaries may enter into any transfer or disposition of property or assets constituting an Investment pursuant to Section 7.6(e), (f), (h), (i), (k), (l) , (m) or (n).

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such the Borrower, whether now owned or hereafter acquired by such the Borrower, or permit any Significant Subsidiary of such the Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such the Borrower, as reported on the most recent consolidated balance sheet of such the Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such the Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved], (B) [reserved], or (C) the sale, lease, transfer or other disposition of any the Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers the Borrower or their its Subsidiaries are being transferred, in each the case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (whether i) Certain Permitted Dispositions; (ii) in one a transaction or a series of transactionsauthorized by Section 5.02(d) assets located in the United States (other than subsection (iii) thereof); (iii) the sale of any (x) asset identified on Schedule 5.02(e) hereto (such assets being "EXCLUDED ASSETS") or (y) any other assets in any Fiscal Year by the Borrower or any Subsidiary, the fair market value of which is not greater than $15 million (provided that are purported any unused portion thereof may be carried forward to succeeding years) (the foregoing asset sales described in clauses (x) and (y) above being collectively, "PERMITTED ASSET SALES") so long as in each case (A) the terms of any such sale shall be conveyed in connection with a Permitted Securitization but including assets purported commercially reasonable, (B) the purchase price paid to the Borrower or such Subsidiary for such asset shall be conveyed pursuant to any sale leaseback transaction) having an aggregate book no less than the fair market value (determined as of the date of such transaction for all asset at the time of such transactions since the date hereofsale and (C) that is greater than 20at least 66 2/3% of the book value purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash; (iv) sales by means of all a lease or sublease of property of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct Subsidiaries, so long as (x) such transaction is permitted pursuant to Section 5.02(b) and (y) the Borrower or indirect Subsidiariessuch Subsidiary continues to reflect ownership of such property in its financial statements in accordance with GAAP; (v) assignments and licenses of intellectual property of the Borrower and its Subsidiaries in the ordinary course of business; providedand (vi) dispositions of property not to exceed an aggregate fair market value of $10 million in the aggregate, however, that which in the limitation in this clause (ii) shall not in any way restrictcommercially reasonable opinion of the Borrower or such Subsidiary, and shall not apply consistent with historic business practice, is obsolete; provided that in the case of sales of assets pursuant to clauses (i), (iii), (iv), and (vi) above, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, (A) [reserved]to the extent and in the amount and order of priority set forth in, (B) [reserved], or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (CSection 2.06(b)(i), pursuant to a transaction permitted under subsection (c) belowas specified therein.

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the The United States of America (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, lease transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) provision shall not in any way restrict, and shall not apply to, (A) [reserved]the disposition of any Borrower’s direct or indirect interests in (1) the approximately 700 megawatt Fremont Energy Center in Fremont, Ohio, (2) Signal Peak Energy, LLC, (3) the 42 megawatt Richland Peaking Facility in Defiance, Ohio, or (4) the 18 megawatt Stryker Peaking Facility in Springfield, Ohio, (B) [reserved], or (C) the sale, lease, transfer or other disposition of any a Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C)case, pursuant to a transaction permitted under subsection (c) below, or (C) the disposition of any Borrower’s direct or indirect interests in certain assets as described on Schedule VII hereto.”

Sales, Etc. (i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; , or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or dispose of (whether in one transaction or a series of transactions) assets located in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause (ii) shall not in any way restrict, and shall not apply to, (A) [reserved]the sale, transfer or other disposition of any equity interests in or assets of any Unregulated Subsidiary, (B) [reserved]the sale, lease, transfer or other disposition of the Bath County hydroelectric generation facility located in Warm Springs, Virginia, or (C) the sale, lease, transfer or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers or their Subsidiaries are being transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

Sales, Etc. (i) of Assets. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrowerof, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire, except: (i) sales of (whether in one transaction or a series of transactions) assets located Inventory in the United States (other than any assets that are purported to be conveyed in connection with a Permitted Securitization but including assets purported to be conveyed pursuant to any sale leaseback transaction) having an aggregate book value (determined as of the date of such transaction for all such transactions since the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets of such Borrower, as reported on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, lease, transfer or disposition to any entity other than such Borrower or any ordinary course of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this clause business; (ii) shall not in any way restrict, a transaction authorized by Section 5.02(d); (iii) so long as no Event of Default has occurred and shall not apply tois continuing or would occur after giving effect thereto, (A) [reserved]sales of assets consisting of real property, plant and equipment, (B) [reserved], ordinary course sales of impaired accounts receivables in connection with the receipt of insurance or other proceeds in full or partial payment therefor and (C) the sale, leasein one transaction or series of related transactions, transfer of all of the Equity Interests or other disposition of any Borrower’s assets to another Borrower, a Subsidiary of another Borrower or a newly-formed Person to which all or substantially all of the assets and liabilities of such Borrowers a Subsidiary or their related group of Subsidiaries are being transferredof the Borrower that in any case constitute a single business, in each case under case, for cash and for fair value and in an aggregate amount for all such dispositions pursuant to clauses (A) — (C) of this clause (Ciii) not to exceed, at any time, 10% of the total assets of the Borrower and its Consolidated Subsidiaries (determined in accordance with GAAP) as reflected on the Borrower’s consolidated balance sheet contained in the financial statements most recently delivered pursuant to Section 5.03(b); (iv) sales, transfers and other dispositions of assets among Loan Parties; (v) sales of assets acquired after the Effective Date that do not constitute Collateral under the Loan Documents; it being understood that for the purposes of sales of assets permitted by this clause (v), pursuant the Subject Property related to such assets may be sold in connection therewith; and (vi) the winding up or dissolution of any Subsidiary so long as (A) all assets of such Subsidiary are transferred to the Borrower or another Subsidiary (other than any Excluded Subsidiary) prior to, or simultaneously with, such winding up or dissolution and (B) if such Subsidiary is a transaction permitted under subsection (c) belowGuarantor, all assets of such Subsidiary are transferred to the Borrower or another Guarantor.