Common use of Sales, Etc Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, 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 of assets and properties of the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the Borrower's skiwear and outlet divisions.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, 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 and leases in the ordinary course of Inventory its business and the granting of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) sales of assets and properties of the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all transaction authorized by Section 5.02(d) (other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000subsection (iv) thereof); (iii) sales sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other assetsdispositions of assets for an aggregate purchase price which, exclusive of the higher aggregate purchase price of book value assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of which such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale does not in shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the aggregate exceed the lesser of four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (Ac)(ii) 10% as if such sale had been consummated as of the aggregate amount first day of the book value of assets fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the Borrower and its Subsidiaries at date of such sale; provided further that the Net Cash Proceeds of any time such sale are applied in accordance with Section 2.06(b)(ii). For purposes of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(eSection 5.02(e)(iv), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) ), each of the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts following shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not deemed to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices;cash: (A) any liabilities, as shown on the licensing Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of trademarks receipt and trade names with respect subject to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (Bordinary settlement periods) all other licensing converted by the Borrower of trademarks and trade names, provided in each case, that or such licensing shall take place on an arm's-length basis, consistent with Subsidiary into cash (to the provisions extent of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities cash received in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the Borrower's skiwear and outlet divisionsthat conversion).

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign or otherwise dispose ofof any of its assets, or permit any of its Subsidiaries to sell, lease, transfer transfer, assign or otherwise dispose of, of any of its assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: except (i) sales sales, leases, transfers and assignments from one Subsidiary of Inventory in the ordinary course of its business; Borrower to another such Subsidiary or to the Borrower, (ii) sales of assets in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and properties of the Borrower Cash Equivalents and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of proceeds are (A) 10% applied solely as a permanent reduction of the aggregate amount Aggregate Commitment and prepayment of the book value of assets of the Borrower Advances pursuant to Section 2.6 and its Subsidiaries at any time of determination and (B) $50,000,000 (lessSection 2.12, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale applied solely to pay or discount prepay Debt (together with a permanent reduction of any commitments relating to such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (ADebt) the licensing incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of trademarks and trade names with respect to those lines other assets representing not in excess of business in which the Borrower is engaged as 20% of the date hereof for consideration consisting consolidated assets (valued at book value) of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business; and , and (ix) sales of contracts and accounts receivable by the sale at not less than fair market value Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of the assets comprising the Borrower's skiwear Default shall have occurred and outlet divisionsbe continuing after giving effect thereto.

Sales, Etc. of AssetsOF ASSETS. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (ia) sales of Inventory any property (including Inventory) in the ordinary course of its business; (iib) sales of obsolete, worn out or surplus property in the ordinary course of business; (c) as permitted by Section 6.3(b); (d) sales of property or other assets and properties acquired in the Acquisition; (e) the abandonment 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 no longer used taken as a whole; (f) sales of assets (other than an asset included in Section 6.4(a), (b), (c), (d), (e) or useful (g) the aggregate purchase price of which in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same any Fiscal Year, of Year does not greater than exceed $1,000,000; (iiig) sales the sale of any asset by the Borrower or any of its Subsidiaries (other assetsthan an asset included in Section 6.4(a), (b), (c), (d), (e) or (f)) long as (i) the higher of book value and purchase price paid to the Borrower or such Subsidiary for such asset shall be no less than the fair market value of which such asset at the time of such sale does not sale, (ii) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash and (iii) the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of purchase price paid to the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) for such asset and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used sold by the Borrower and its Subsidiaries (other than an asset included in Section 6.4(a), (b), (c) or (d)) shall not exceed $15,000,000 in any twelve month period measured from the end of the month in which such sale occurs; PROVIDED that in the ordinary course case of business; and (ix) sales of assets pursuant to Section 6.4(g), the Borrower shall, on the date of receipt thereof, apply the entire Net Cash Proceeds from such sale at not less than fair market value of the assets comprising the Borrower's skiwear and outlet divisionsin accordance with Section 2.6(b)(i).

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose ofof all or any substantial part of its assets, or permit any of its Subsidiaries the other Loan Parties (other than CMS ERM) to sell, lease, transfer transfer, or otherwise dispose of, of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or grant subsection (j) below, provided, further, that neither such Borrower nor any option or of the other right to purchaseLoan Parties (other than CMS ERM) shall sell, lease assign, transfer, lease, convey or otherwise acquire dispose of any assetsproperty, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) sales any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of Inventory the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the ordinary course of its business; Collateral Agent, (ii) sales cash consideration resulting from such sale shall be (x) in an amount determined by such Borrower for any sale the consideration of assets and properties of the Borrower and its Subsidiaries no longer used which is $10,000,000 or useful in the proper conduct of their respective businesses having a valueless, or, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Yearsales under this clause (x), of $25,000,000 or less, or (y) for all other sales, not greater less than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 1090% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination consideration resulting from such sale, and (Biii) $50,000,000 (less, such Borrower complies with the mandatory prepayment provisions set forth in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assetsSection 2.03(c); (ivB) sales at not less than fair market value the transfer of assets from a Loan Party to any Loan Party; provided that if any such assets constitute Collateral prior to such transfer, such assets shall remain Collateral after giving effect to such transfer and prior to such transfer such Borrower shall, and shall cause each applicable Subsidiary to, execute and deliver to the Administrative Agent all agreements, instruments and documents as may be necessary or reasonably requested by the Administrative Agent to perfect the security interest of the assets identified on Schedule 5.02(e), Collateral Agent in such amount not to exceed $2,000,000 Collateral; (such assets being C) the "Checotah Assets"transfer of property constituting an investment otherwise permitted under Section 8.02(d); (vD) the sale or of electricity and natural gas and other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be property in the ordinary course of the BorrowerCompany's business and its Subsidiaries respective businesses consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practicespast practice; (AE) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting any transfer of an upfront payment interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with respect thereto and (B) all other licensing by the Borrower incurrence of trademarks and trade namesOff-Balance Sheet Liabilities, provided in each caseprovided, that such licensing shall take place on an arm'stransfer qualifies as a legal sale and as a sale under GAAP and the incurrence of such Off-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement;Balance Sheet Liabilities is permitted under Section 8.02(n); and (viiiF) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries equipment if such equipment is obsolete or no longer useful in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the such Borrower's skiwear and outlet divisionsor such Subsidiary's business.

Sales, Etc. of AssetsOF ASSETS. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, 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 sales, leases, transfers or other dispositions of assets and properties of the Borrower and its Subsidiaries no longer used obsolete or useful redundant equipment in the proper conduct ordinary course of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000business; (iii) sales, leases, transfers or other dispositions of assets of the Borrower or any of its Subsidiaries structured as sale-leaseback arrangements in the ordinary course of business; (iv) sales, leases, licenses, transfers or other dispositions of intellectual property in the ordinary course of business, provided that such sales, leases, licenses, transfers or other dispositions could not reasonably be expected to result in a Material Adverse Effect; (v) any sales of other assetsproperties resulting from the Transaction or any sale of real property; and (vi) in addition to that which is permitted under clauses (i), (ii), (iii), (iv) and (v) above, the higher sale of book value and any asset by the Borrower or any of its Subsidiaries 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 which such asset at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of aggregate purchase price paid to the Borrower and all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) for such asset and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used sold by the Borrower and its Subsidiaries since the Initial Funding Date pursuant to this clause (vi) shall not exceed $10,000,000; provided that, in the ordinary course case of business; and sales of assets pursuant to Section 5.02(e)(v) or (ixvi) above, the Borrower shall, on the date of receipt thereof, apply the Net Cash Proceeds from such sale at not less than fair market value of the assets comprising the Borrower's skiwear and outlet divisionsin accordance with Section 2.06(b).

Sales, Etc. of Assets. SellConvey, leasetransfer, transfer lease or otherwise dispose ofof (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 selldo so, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: except that (i) sales any Subsidiary of Inventory in the ordinary course Company may dispose of its business; assets to any other Subsidiary of the Company or to the Company; (ii) sales of assets and properties of the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent Company or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale may convey, transfer, lease or discount otherwise dispose of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale inventory or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the ordinary course of business; and (ixiii) the sale at not less than 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, lease or otherwise transfer their wireless telecommunication towers and the real property and other assets comprising associated with the Borrower's skiwear towers (a "Tower Transaction"), (v) the Company or any of its Subsidiaries may sell any and outlet divisionsall assets set forth on Schedule 5.02(c); (vi) the Company and its Subsidiaries may sell other assets for fair market value having an aggregate book value of all such assets so sold by the Company and its Subsidiaries of not more than $500,000,000 from the date hereof; (vii) the Company may dispose of assets required to consummate the Merger and may consummate the Spin-Off; and (viii) the Company or any of its Subsidiaries may sell or encumber accounts receivable with or without recourse; provided that, in each case (except clauses (i), (ii) and (viii) above), no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose ofof all or any substantial part of its assets, or permit any of its Subsidiaries the other Loan Parties (other than CMS ERM) to sell, lease, transfer transfer, or otherwise dispose of, of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or grant subsection (j) below, provided, further, that neither such Borrower nor any option or of the other right to purchaseLoan Parties (other than CMS ERM) shall sell, lease assign, transfer, lease, convey or otherwise acquire dispose of any assetsproperty, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) sales any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of Inventory the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the ordinary course of its business; Collateral Agent, (ii) sales cash consideration resulting from such sale shall be (x) in an amount determined by such Borrower for any sale the consideration of assets and properties of the Borrower and its Subsidiaries no longer used which is $10,000,000 or useful in the proper conduct of their respective businesses having a valueless, or, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Yearsales under this clause (x), of $25,000,000 or less, or (y) for all other sales, not greater less than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 1090% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination consideration resulting from such sale, and (Biii) $50,000,000 such Borrower complies with the mandatory prepayment provisions set forth in Section 2.03 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assetsc); (ivB) sales at not less than fair market value the transfer of property from a Loan Party to any Loan Party; (C) the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"transfer of property constituting an investment otherwise permitted under Section 8.02(d); (vD) the sale or of electricity and natural gas and other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be property in the ordinary course of the BorrowerCompany's business and its Subsidiaries respective businesses consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practicespast practice; (AE) any transfer of an interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided, that such transfer 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(o); (F) the licensing transfer of property constituting not more than two percent (2%) of the ownership interests held by the Borrower of trademarks Company and trade names with respect to those lines of business in which the Borrower is engaged its Subsidiaries as of the date hereof for consideration consisting of an upfront payment with respect thereto and (BClosing Date in CMS International Ventures, L.L.C. to CMS Energy Foundation and/or Consumers Foundation and/or any other third-party 501(c)(3) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement;charitable organization; and (viiiG) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries equipment if such equipment is obsolete or no longer useful in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the such Borrower's skiwear and outlet divisionsor such Subsidiary's business.

Sales, Etc. of Assets. SellExcept as otherwise expressly set forth in Section 6.4 with respect to transfers or other dispositions between the Borrower and any of its Subsidiaries or between or among such Subsidiaries, sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (ia) sales Sales of Inventory in the ordinary course of its business; (iib) sales Sales of assets and properties of the Borrower and its Subsidiaries obsolete or surplus Equipment or Equipment which is no longer used or useful in the proper conduct ordinary course of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000business; (iiic) sales Sales of assets (other assetsthan an asset included in Section 6.5(a), (b), (d), (e), (f) or (g) the higher aggregate purchase price of book which in any Fiscal Year does not exceed $1,000,000 and provided that no such sale shall be made if (A) such sale would impair the value and or composition of the Collateral beyond the dollar value of the asset sale in any material respect, or (B) Default or Event of Default then exists or would exist after giving effect thereto; (d) The sale of any fixed asset by the Borrower or any of its Subsidiaries (other than an asset included in Section 6.5(a), (b), (c) or (f)) 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 which such asset at the time of such sale does not sale, (ii) the purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash and (iii) the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of purchase price paid to the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) for such asset and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used sold by the Borrower and its Subsidiaries (other than an asset included in Section 6.5(a), (b), (c) or (f)) in any Fiscal Year pursuant to this clause (d) shall not exceed $1,000,000; and provided that no such sale shall be made if (A) such sale would impair the value or composition of the Collateral beyond the dollar value of the asset sale in any material respect, or (B) Default or Event of Default then exists or would exist after giving effect thereto; provided that in the case of sales of assets pursuant to Section 6.5 (c) or (d) the Borrower shall, on the date of receipt thereof, apply the entire Net Cash Proceeds from such sale in accordance with Section 2.6(b)(ii); (e) Sell or liquidate Cash Equivalents in the ordinary course of business; (f) Sale of Premier's assets which are unrelated to classic video or old-time radio; (g) Sales of accounts receivable not exceeding $250,000 during any fiscal year of the Borrower for collection in the ordinary course of business, but not from and after the occurrence of a Default or Event of Default; and (ixh) Transactions in the sale at not less than fair market ordinary course of business including, without limitation, relating to rental, lease or licensing of customer lists and programs and similar rights to third party users in which revenues are shared by the Borrower (or one of its Subsidiaries), provided that in respect of each of the foregoing, no rights in any assets of the Borrower or any of its Subsidiaries shall be granted to any person that would limit the Borrower's rights in such assets in any materially adverse way or the Administrative Agent's rights with respect thereto in any materially adverse way or that would diminish the value of the assets comprising to the Borrower's skiwear and outlet divisionsBorrower or its Subsidiaries or its value as collateral to the Administrative Agent in any materially adverse way.

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose ofof all or any substantial part of its assets, or permit any of its Subsidiaries the other Loan Parties (other than CMS ERM) to sell, lease, transfer transfer, or otherwise dispose of, of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or grant subsection (j) below, provided, further, that neither such Borrower nor any option or of the other right to purchaseLoan Parties (other than CMS ERM) shall sell, lease assign, transfer, lease, convey or otherwise acquire dispose of any assetsproperty, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) sales any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of Inventory the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the ordinary course of its business; Collateral Agent, (ii) sales cash consideration resulting from such sale shall be (x) in an amount determined by such Borrower for any sale the consideration of assets and properties of the Borrower and its Subsidiaries no longer used which is $10,000,000 or useful in the proper conduct of their respective businesses having a valueless, or, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Yearsales under this clause (x), of $25,000,000 or less, or (y) for all other sales, not greater less than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 1090% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination consideration resulting from such sale, and (Biii) $50,000,000 (less, such Borrower complies with the mandatory prepayment provisions set forth in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assetsSection 2.03(c); (ivB) sales at not less than fair market value the transfer of property from a Loan Party to any Loan Party; (C) the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"transfer of property constituting an investment otherwise permitted under Section 8.02(d); (vD) the sale or of electricity and natural gas and other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be property in the ordinary course of the BorrowerCompany's business and its Subsidiaries respective businesses consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practicespast practice; (AE) any transfer of an interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided, that such transfer 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(o); (F) the licensing transfer of property constituting not more than two percent (2%) of the ownership interests held by the Borrower of trademarks Company and trade names with respect to those lines of business in which the Borrower is engaged its Subsidiaries as of the date hereof for consideration consisting of an upfront payment with respect thereto and (BClosing Date in CMS International Ventures, L.L.C. to CMS Energy Foundation and/or Consumers Foundation and/or any other third-party 501(c)(3) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement;charitable organization; and (viiiG) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries equipment if such equipment is obsolete or no longer useful in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the such Borrower's skiwear and outlet divisionsor such Subsidiary's business.

Sales, Etc. of Assets. SellUntil either (x) the Company has an Investment Grade Rating or (y) (1) the Public Debt Ratings are at least BB+ by S&P and Ba1 by Xxxxx'x and (2) the ratio of Covenant Debt of the Company and its Subsidiaries at such date to Consolidated EBITDA of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters is less than 3.00 to 1.00, sell, lease, transfer or otherwise dispose of, 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 assetsassets (unless such option is conditioned upon approval of the Required Lenders or termination of this Agreement), except: except (i) sales of Inventory inventory in the ordinary course of its business; , (ii) sales in a transaction authorized by subsection (b) of assets and properties of this Section, (iii) in transactions between or among the Borrower Company and its Subsidiaries Wholly-Owned Subsidiaries, (iv) dispositions of obsolete or worn-out tools, equipment or other property no longer used or useful in the proper conduct business and sales of their respective businesses having a valueintellectual property determined to be uneconomical, together with the value negligible or obsolete, (v) licenses and sub-licenses of all other such intellectual property of the Borrower and its Subsidiaries so sold incurred in the same Fiscal Yearordinary course of business, (vi) dispositions of not greater than $1,000,000; Marketable Securities, (iiivii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries accounts receivable to the extent permitted by Sections 5.01(kSection 5.02(a)(v), (viii) leases of real property and 5.02(f); (viix) the sale or discount of accounts (A1) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course sales of the Borrower's Organic Peroxides business, the EPDM and Rubber Chemicals business and consistent with prudent business practices; provided furthercertain other businesses identified to the Lenders in a letter from the Company dated May 16, 2007 (so long as, to the extent that there are Advances outstanding, the Borrower may make a one time sale net cash proceeds of accounts the sales of the businesses referred to in this clause (1) are used to prepay such Advances), and (2) other sales of assets for fair value in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date250,000,000 in any year, provided that in the case of the sale of any asset in a single transaction or a series of related transactions pursuant to this clause (ix)(2) in an aggregate amount exceeding $50,000,000, the fair value of such sale asset shall be consistent with prudent business practices; (A) the licensing have been determined in good faith by the Borrower Board of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as Directors of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the ordinary course of business; and (ix) the sale at not less than fair market value of the assets comprising the Borrower's skiwear and outlet divisionsCompany.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, 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) in the case of the Borrower and its Subsidiaries, sales of Inventory Inventory, and the licensing of patents and trademarks of the Borrower and its Subsidiaries to manufacturers of their Inventory, in each case in the ordinary course of its business; (ii) sales of assets and properties in the case of the Borrower and its Subsidiaries no longer used Subsidiaries, sales or useful other disposals of obsolete or worn-out equipment or other assets in the proper conduct ordinary course of their respective businesses having a value, together with business; (iii) in the value of all other such property case of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (lessSubsidiaries, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assetsa transaction otherwise permitted under Section 5.02(c); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent by the Borrower or any of its Subsidiaries to the extent permitted by Sections 5.01(k) for cash and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts for fair value in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date2,500,000 in any Fiscal Year, provided that such sale shall be consistent with prudent business practices; (A) the licensing Borrower shall, on the third Business Day following the date of the receipt by the Borrower or any of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as its Subsidiaries of the date hereof for consideration consisting of an upfront payment with respect thereto Net Cash Proceeds from such sale, prepay the Advances pursuant to, and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business amount and order of arranging barter transactions for consideration consisting of trade credits for goods priority set forth in, Section 2.06(b)(ii), and services provided further that immediately before and immediately after giving pro forma effect to any such sale, no Default shall have occurred and be used by the Borrower and its Subsidiaries in the ordinary course of businesscontinuing; and (ixv) sales or other transfers of assets from the sale at not less than fair market value Borrower or any of its Subsidiaries to the Borrower or a wholly owned domestic Subsidiary of the assets comprising Borrower, provided that, prior to such sale or other transfer, such wholly owned domestic Subsidiary shall be or shall become a party to the Borrower's skiwear Security Agreement and outlet divisionsshall have executed and delivered to the Administrative Agent a Subsidiary Guaranty.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, 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 and leases in the ordinary course of Inventory its business and the granting of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) sales of assets and properties of the Borrower and its Subsidiaries no longer used in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof) or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000Section 5.02(f); (iii) sales of sales, transfers or other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value dispositions of assets of among Loan Parties; provided that in no event shall the Borrower and its Subsidiaries at or any time Guarantor that is not an Immaterial Subsidiary sell, transfer or otherwise dispose of determination and (B) $50,000,000 (less, in each case, the trade-in value of all assets to an Immaterial Subsidiary unless such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assetstransaction is permitted under Section 5.02(f)(i); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets")[reserved]; (v) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the sale aggregate purchase price of assets sold pursuant to Section 5.02(e)(vii), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(fare applied in accordance with Section 2.06(b)(ii); (vi) the sale sales, transfers or discount other dispositions of accounts (A) owing by Persons incorporatedassets, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; so long as (A) the licensing by purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of trademarks such asset and trade names with respect to those lines related assets at the time of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and such sale, transfer or disposition, (B) all other licensing by the purchase price for any such asset and related assets shall be paid to the Borrower of trademarks or such Subsidiary solely in cash, (C) no Default shall have occurred and trade namesbe continuing or would result from any such sale, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (vi) shall not exceed $10,000,000; and (vii) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to entities the Borrower or such Subsidiary in the business of arranging barter transactions for consideration consisting of trade credits for goods cash and/or Cash Equivalents, (C) no Default shall have occurred and services be continuing or would result from such any such sale and (D) immediately after giving effect to be used by such sale, the Borrower and its Subsidiaries shall be in the ordinary course of business; and (ix) the sale at not less than fair market value pro forma compliance with all of the assets comprising covenants set forth in Section 5.04, such compliance to be determined on the Borrower's skiwear basis of the financial statements most recently delivered to the Administrative Agent and outlet divisionsthe Lender Parties pursuant to Section 5.03(b) or (c) as though such sale had been consummated as of the first day of the fiscal period covered thereby; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii).

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, 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 of assets and properties of any intercompany transfers necessary to consummate the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000;Restructuring, (iii) sales in a transaction authorized by subsection (d) of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets);this Section, (iv) sales at not of assets for cash and for fair value (as determined by (x) in the case of a sale for cash consideration of less than fair market value of the assets identified on Schedule 5.02(e)or equal to $2,000,000, such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent or any of its Subsidiaries to the extent permitted a person authorized by Sections 5.01(k) and 5.02(f); (vi) the sale or discount of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business board of directors and consistent with prudent business practices; provided further(y) in all other cases, that the Borrower may make a one time sale Borrower's board of accounts directors) in an aggregate amount not to exceed $15,000,000 during 50,000,000 in any Fiscal Year, (v) so long as no Default shall occur and be continuing, the period from grant of any option or other right to purchase any asset in a transaction which would be permitted under the Effective Date provisions of clauses (iv) above, (vi) leases to current or future franchisees of the Termination Date, provided that such sale shall be Borrower on terms consistent with prudent business practices;practice, and (Avii) leases or subleases of properties with an aggregate value (which value shall be the licensing appraised value, if appraised, or cost) not to exceed $20,000,000 (excluding properties currently being leased or subleased), in each case on terms consistent with prudent business practice, provided that in the case of sales of assets pursuant to clauses (iv) above, the Borrower shall, (except as provided in Section 2.06(b)(ii)) within five Business Days following receipt by the Borrower or any of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as its Subsidiaries of the date hereof for consideration consisting of an upfront payment with respect thereto Net Cash Proceeds from such sale, prepay the Advances pursuant to, and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale or other disposition of assets for fair value to entities in the business amount and order of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries priority set forth in, Section 2.06(b)(ii), as specified therein; provided further that in the ordinary course of business; and (ix) the sale at not less than fair market value no event shall any of the assets comprising listed on Schedule 2.06 (or any of the Borrower's skiwear personal property located on such assets) be sold, transferred or otherwise disposed of without the prior written consent of Columbus Bank and outlet divisionsTrust Company (which consent may be withheld in its sole discretion).

Sales, Etc. of Assets. SellConvey, leasetransfer, transfer lease or otherwise dispose ofof (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 selldo so, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: except that (i) sales any Subsidiary of Inventory in the ordinary course Company may dispose of its business; assets to any other Subsidiary of the Company or to the Company; (ii) sales of assets and properties of the Borrower and its Subsidiaries no longer used or useful in the proper conduct of their respective businesses having a value, together with the value of all other such property of the Borrower and its Subsidiaries so sold in the same Fiscal Year, of not greater than $1,000,000; (iii) sales of other assets, the higher of book value and fair market value of which at the time of such sale does not in the aggregate exceed the lesser of (A) 10% of the aggregate amount of the book value of assets of the Borrower and its Subsidiaries at any time of determination and (B) $50,000,000 (less, in each case, the trade-in value of all such other assets traded in for replacement assets during such Fiscal Year and less the amount of the proceeds from such other dispositions that are expected to be and are used within ninety (90) days to acquire replacement assets); (iv) sales at not less than fair market value of the assets identified on Schedule 5.02(e), such amount not to exceed $2,000,000 (such assets being the "Checotah Assets"); (v) the sale or other disposition of assets to Parent Company or any of its Subsidiaries to the extent permitted by Sections 5.01(k) and 5.02(f); (vi) the sale may convey, transfer, lease or discount otherwise dispose of accounts (A) owing by Persons incorporated, residing or having their principal place of business in the United States in an aggregate amount not exceeding $5,000,000 in face amount per calendar year or (B) that are past due by more than 90 days in an aggregate amount not exceeding $5,000,000 in face amount per calendar year, provided that the sale or discount of such accounts shall be in the ordinary course of the Borrower's business and consistent with prudent business practices; provided further, that the Borrower may make a one time sale of accounts in an aggregate amount not to exceed $15,000,000 during the period from the Effective Date to the Termination Date, provided that such sale shall be consistent with prudent business practices; (A) the licensing by the Borrower of trademarks and trade names with respect to those lines of business in which the Borrower is engaged as of the date hereof for consideration consisting of an upfront payment with respect thereto and (B) all other licensing by the Borrower of trademarks and trade names, provided in each case, that such licensing shall take place on an arm's-length basis, consistent with the provisions of the Trademark, Patent and Copyright Security Agreement; (viii) the sale inventory or other disposition of assets for fair value to entities in the business of arranging barter transactions for consideration consisting of trade credits for goods and services to be used by the Borrower and its Subsidiaries in the ordinary course of business; and (ixiii) the sale at not less than 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 or any of its Subsidiaries may sell any and all assets comprising set forth on Schedule 5.02(c); (v) the Borrower's skiwear Company and outlet divisionsits Subsidiaries may sell other assets for fair market value having an aggregate book value of all such assets so sold by the Company and its Subsidiaries of not more than $500,000,000 from the date hereof; and (vi) the Company or any of its Subsidiaries may sell or encumber accounts receivable with or without recourse; provided that, in each case (except clauses (i), (ii) and (vi) above), no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.