Common use of Sales of Assets Clause in Contracts

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.

Sales of Assets. The Company Borrower will not, and nor will not it permit any Restricted consolidated Subsidiary to, Dispose sell, transfer, convey (including, without limitation, any sale, transfer or conveyance related to a sale and leaseback transaction but excluding sales of inventory in the ordinary course of business) or lease (or enter into any substantial commitment to sell transfer, convey or lease) all or any part (as defined below) of the its assets (including Capital Stock other than Unrestricted Margin Stock) (whether in one or a series of Subsidiariestransactions) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (a) Leases by the Borrower and consolidated Subsidiaries of Flight Equipment to acquire productive assets used others provided that the aggregate book value of all Flight Equipment leased to any other Person or useful in carrying on Persons by the business of the Company and its Restricted Subsidiaries and having a Fair Market Value Borrower or any such consolidated Subsidiary shall not at least equal to the Fair Market Value of such assets Disposed of; and/orany time exceed $500,000,000; (b) to prepay Sales of property by the Borrower or retire Senior Indebtedness of a consolidated Subsidiary provided that at the Company and/or a Subsidiary Guarantor and/or Indebtedness time of any such sale or other Restricted Subsidiarydisposition the Borrower or consolidated Subsidiary making such sale or disposition shall have previously acquired or shall be simultaneously acquiring, in contemplation of such sale or other disposition, substantially similar property, or shall have previously entered into, or shall be simultaneously entering into, a binding purchase agreement or purchase agreements to acquire substantially similar property, which property is acquired within three years of such sale or other disposition; (c) Sales of property (including any deemed sales of property pursuant to Section 6.03(e)) provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the aggregate net book value of all other such property sold in any one fiscal year of the Borrower shall not exceed 12.5% of Consolidated Adjusted Net Worth as of the last day of the fiscal year of the Borrower immediately preceding the fiscal year of the Borrower during which any such sale of assets Disposed shall take place; (d) Sales of by any property in order concurrently or subsequently to lease as lessee such or similar property, provided that (i) any such sale takes place within 360 days after (A) in the Company and its Restricted Subsidiaries during the period case of 12 consecutive months ending on personal property, the date on which the Borrower or the applicable consolidated Subsidiary acquired such property, and (B) in the case of such Dispositionreal property or fixtures, exceeds 10% the later of the book value date on which the Borrower or the applicable consolidated Subsidiary acquired such property or the date on which construction of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” all improvements on such property was completed, and (1ii) any Disposition of assets in after giving effect to the ordinary course of business creation of the Company and its Restricted SubsidiariesCapitalized Lease Obligations, (2) any Disposition if any, of assets the Borrower or a consolidated Subsidiary resulting from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction lease of such property by the Company Borrower or such Restricted Subsidiary if a consolidated Subsidiary, the Company Borrower is in compliance with Section 5.10; and (e) Transfers of assets permitted pursuant to Section 6.03. Notwithstanding the foregoing in this Section 6.04, the Borrower and its consolidated Subsidiaries will be permitted to sell, transfer or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeotherwise dispose of Unrestricted Margin Stock without regard to the foregoing restrictions contained in this Section 6.04.

Sales of Assets. The (a) Neither the Company will not, and will not permit nor any Restricted Subsidiary toshall consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, Dispose as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any substantial part noncash consideration), (as defined belowii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the assets Net Available Cash is applied by the Company (including Capital Stock or such Subsidiary, as the case may be) as set forth herein. For the purposes of Subsidiariesthis Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose (but not of assets constituting a substantial part of the assets of any Unrestricted Subsidiary) for which neither the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from nor any Restricted Subsidiary will continue to the Company be liable, directly or indirectly, as a Wholly-Owned Restricted Subsidiary result of such Asset Sale; and (3y) any sale of property acquired or constructed securities received by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of from such property transferee that are promptly converted by the Company or such Restricted Subsidiary if into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors. (b) Within two hundred seventy (270) days (such two hundred seventy (270) days being the "Application Period") following the consummation of an Asset Sale (or in the case of Net Available Cash from the conversion of securities, within two hundred seventy (270) days after the receipt of such cash), the Company or such Restricted Subsidiary shall apply the Net Available Cash from such Asset Sale as follows: (i) first, to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary); (ii) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (i), and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Debt or any Indebtedness of such Restricted Subsidiary), to prepay, repay or purchase Senior Debt or Indebtedness (other than any Preferred Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that nothing contained in this clause (ii) shall prohibit or otherwise impair the Company from subsequently increasing, at any time and from time to time, the amount of such Senior Debt or Indebtedness to the extent that the Incurrence of such Senior Debt or Indebtedness is permitted pursuant to Section 4.05 hereof (and no violation of this Section shall be deemed to have occurred as a consequence of any such subsequent increase), (iii) third, to the extent of the balance of such Net Available Cash after application in accordance with clause (i) and (ii), and to the extent the Company or such Restricted Subsidiary elects, to purchase Securities; (iv) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (i), (ii) and (iii), to make an offer to purchase Securities pursuant to and subject to the conditions of Section 4.07(c); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (ii) or (iii) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased, except that nothing contained in the foregoing proviso shall prohibit or otherwise impair the Company from subsequently increasing, at any time (other than substantially contemporaneous with such prepayment, repayment or purchase) and from time to time, the amount of such loan commitment to the extent necessary to permit the Incurrence of Senior Debt or Indebtedness of a Restricted Subsidiary which Indebtedness is otherwise permitted pursuant to Section 4.05 hereof (and no violation of this Section shall be deemed to have occurred as a consequence of any such subsequent increase). Notwithstanding the foregoing, the Company shall not be required to apply Net Available Cash in accordance with this Section 4.07 except to the extent that the aggregate Net Available Cash from all Assets Sales exceeds Two Million Five Hundred Thousand Dollars ($2,500,000) per fiscal year. To the extent that any Net Available Cash remains after the application of such Net Available Cash in accordance with this paragraph, the Company or such Restricted Subsidiary may utilize such remaining Net Available Cash in any manner not otherwise prohibited by this Indenture. If Indebtedness of the Company issued after the date of the Indenture and ranking pari passu in right of payment with the Securities is at the time outstanding, and the terms of such Indebtedness provide that a similar offer is to be made with respect thereto, then the Asset Sale Offer for the Securities shall be made concurrently with such other offer, and the Securities and such other Indebtedness shall be accepted pro rata in proportion to the respective aggregate principal amounts which the holders of Securities and such Indebtedness, respectively, elect to have redeemed. To the extent that any or all of the Net Available Cash of any Foreign Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available Cash so affected shall not be required to be applied at the time provided above, but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation). Once such repatriation of any such affected Net Available Cash is permitted under the applicable local law, such repatriation shall be immediately effected and such repatriated Net Available Cash will be applied in the manner set forth in this Section. To the extent that the Board of Directors determines, in good faith, that repatriation of any or all of the Net Available Cash of any Foreign Asset Sale would have a material adverse tax consequence, the Net Available Cash so affected may be retained by the applicable Restricted Subsidiary for so long as such material adverse tax consequence would continue. Notwithstanding the foregoing, this Section shall not apply to, or prevent, (i) any sale of assets, property, or Capital Stock of Subsidiaries to the extent that the fair market value (as determined in good faith by the Board of Directors) of such assets, property, or Capital Stock of Subsidiaries, together with the fair market value of all other assets, property, or Capital Stock of Subsidiaries sold, transferred or otherwise disposed of in Asset Sales during the 12 month period preceding the date of such sale, lease does not exceed $1,000,000, or (ii) any sale of trade accounts receivable in connection with customary forms of receivables financing transactions. (c) Subject to the last sentence of this paragraph, in the event of an Asset Sale that requires the purchase of Securities pursuant to Section 4.07(b)(iv), the Company will be required to purchase Securities tendered pursuant to an offer by the Company for the Securities (the "Asset Sale Offer") at a purchase price of 100% of their principal amount plus accrued and unpaid interest to the Asset Sale Purchase Date in accordance with the procedures (including prorationing in the event of oversubscription) set forth in Section 4.07(d). If the aggregate purchase price of Securities tendered pursuant to the Asset Sale Offer is less than the Net Available Cash allotted to the purchase of the Securities, the Company shall apply the remaining Net Available Cash in accordance with the last sentence of the first paragraph of Section 4.07(b). The Company shall not be required to make an Asset Sale Offer for Securities pursuant to this Section if the Net Available Cash available therefor (after application of the proceeds as provided in Section 4.07(b)(i), (ii) and (iii)) is less than One Million Dollars ($1,000,000). (1) Promptly, and in any event prior to the two hundred thirtieth (230th) day after the later of the date of each Asset Sale as to which the Company must make an Asset Sale Offer or the receipt of Net Available Cash therefrom, the Company shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to proration as hereinafter described in the event the Asset Sale Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than thirty (30) days, nor more than sixty (60) days, after the date of such propertynotice (the "Asset Sale Purchase Date") and shall also state that: (A) the Asset Sale Offer is being made pursuant to this Section; (B) any Security not surrendered or accepted for payment will continue to accrue interest; (C) any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date; (D) any Holder electing to have a Security purchased (in whole or in part) pursuant to an Asset Sale Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Paying Agent at the address specified in the notice at least five (5) Business Days before the Asset Sale Purchase Date; and (E) any Holder will be entitled to withdraw his or her election if the Paying Agent receives, not later than three (3) Business Days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his or her election to have the Security purchased. (2) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as lesseeprovided herein, the Company shall deliver to the Trustee an Officers' Certificate as to (i) the amount of the Asset Sale Offer (the "Asset Sale Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset Sales as a result of which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.07(a). On such date, the Company shall also deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) funds in an amount equal to the Asset Sale Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Asset Sale Offer remains open (the "Offer Period"), the Company shall deliver, or cause to be delivered, to the Trustee the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Paying Agent shall, on the Asset Sale Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of the Securities delivered, or caused to be delivered, by the Company to the Trustee is less than the Asset Sale Offer Amount, the Paying Agent shall deliver the excess to the Company as soon as practicable after the expiration of the Offer Period. (3) Holders electing to have a Security purchased will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security duly completed, to the Company or the Paying Agent as specified in, and at the address specified in, the notice at least five (5) Business Days prior to the Asset Sale Purchase Date. Holders will be entitled to withdraw their election if the Paying Agent receives not later than three (3) Business Days prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Asset Sale Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that, to the extent practicable, only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased). Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company will also deliver an Officers' Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Sales of Assets. The Company will notSell, and will not permit any Restricted Subsidiary tolease, Dispose license on an exclusive basis or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andSubsidiaries, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to provided that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used until the revocation by the holder or useful in carrying on holders of at least 67% of the business aggregate principal amount of the Notes then outstanding, which may be effected upon the occurrence and during the continuance of any Event of Default, the Company and its Restricted the Subsidiaries may sell inventory and having a Fair Market Value at least equal to obsolete or worn-out equipment in the Fair Market Value ordinary course of such assets Disposed of; and/or business, (b) any Subsidiary may sell, lease, license or otherwise dispose of all or a substantial part of its assets to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted or another wholly-owned Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1c) the Company shall have no further obligations to or any holder Subsidiary may dispose of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion cash in the payment of the proceeds of such Disposition (the “Unapplied Proceeds”) its obligations, and (2d) so long as no Event of Default, or condition or event which, after notice or lapse of time, or both, would constitute an Event of Default, shall then exist, the Company or any Subsidiary may sell, lease, license or otherwise dispose of assets if (i) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the net book value of such assets, when added to the net book value of all other assets Disposed disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after pursuant to this clause (d) within the Execution Date to any Person within 365 days following immediately preceding 36-month period, does not exceed ten percent of the acquisition or completion consolidated net book value of construction the assets of the Company determined as of the end of the most recently completed fiscal quarter, and (ii) such property assets, together with all other assets disposed of by the Company or any Subsidiary pursuant to this clause (d) within the immediately preceding 36-month period, have not contributed more than ten percent of consolidated net earnings of the Company for any of the three most recently completed fiscal years. Upon any sale of assets permitted under clause (d) of this Section 9.1, or upon any sale of obsolete or worn-out equipment permitted under clause (a) of this Section 9.1, the Purchasers shall, at the expense of the Company, execute such Restricted Subsidiary if documents and take such actions as the Company or the Collateral Agent (as hereinafter defined) shall reasonably request to release, or to authorize the release of, the liens on such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeassets securing the Notes.

Sales of Assets. The Company Lessee will not, and will not permit any Restricted Subsidiary of its Significant Subsidiaries to, Dispose convey, sell, lease, transfer, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) any substantial part (as defined below) of the assets (including Capital Stock any shares of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, stock in any combinationSubsidiary or other Person), except: (ai) to acquire productive assets used Sales or useful other dispositions of inventory in carrying on the business ordinary course of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orbusiness; (bii) to prepay Sales or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition dispositions of assets in the ordinary course of business which have become worn out or obsolete or which are promptly being replaced; (iii) Sales of accounts receivable to financial institutions not affiliated with Lessee; provided that (A) the discount rate shall not at any time exceed ten percent (10%), (B) the amount of all accounts receivable permitted to be sold in any fiscal quarter shall not exceed twenty percent (20%) of the Company consolidated accounts receivable of Lessee and its Restricted Subsidiaries, determined as of the last day of the immediately preceding fiscal quarter (2or fiscal year, as the case may be) any Disposition and (C) the sole consideration received for such sales shall be cash; (iv) Except as provided in clause (vi) below, sales or other dispositions of assets from outside the Company ordinary course of business which do not constitute Substantial Assets (as defined below); (v) Sales or other dispositions of Lessee Permitted Investments; and (vi) Sale of all or less than all of the stock or assets of Engenio Information Technologies, Inc. provided, however, that the foregoing exceptions shall not be construed to permit any sales, leases, transfers or other disposals of any of the Equipment, except as expressly permitted by this Lease. For purposes of clause (iv) above, a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease lease, transfer or other disposition of assets shall be deemed to be of “Substantial Assets” if such propertyassets, when added to all other assets conveyed, sold, leased, transferred or otherwise disposed of by Lessee and its Subsidiaries in any period of four consecutive fiscal quarters (other than assets sold in the ordinary course of business or pursuant to clause (iii) above), shall exceed ten percent (10%) of Consolidated Total Assets as lesseedetermined as of the last day of the fiscal quarter of Lessee immediately preceding the date of determination.

Sales of Assets. The Neither the Company will notnor any of its Significant Subsidiaries shall consummate any Asset Sale, except: (i) transfers of assets between the Company and will not permit any Restricted wholly-owned Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedor between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (ii) sales of inventory in the ordinary course of business; (iii) the disposition in the ordinary course of business of equipment or property that is obsolete, howeverexcess, that or no longer used or useful in the Company’s or any Subsidiary’s business or of any asset in exchange for, or the proceeds of which shall be used to acquire, any replacement asset useful in the business of the Company or any Restricted Subsidiary; (iv) sales, transfers or assignments of Receivables in connection with receivables purchase facilities; provided, that the aggregate amount of Receivables Facility Attributed Indebtedness arising in connection therewith does not exceed amounts permitted under Section 7.3(A)(xiv); (v) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (vi) sales, transfers, leases and other dispositions of property that are (x) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business, (y) investments of any Person existing at the time such Person becomes a Subsidiary may Dispose of assets constituting a substantial part of the assets of or consolidates or merges with the Company or any Subsidiary (including in connection with an acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger or (z) another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); (vii) leases entered into in the ordinary course of business, and its Restricted Subsidiaries if such assets are sold for Fair Market Value andsale and leaseback transactions, at such time and after giving effect theretoin each case, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only extent that they do not materially interfere with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value sale of such assets Disposed of; and/orand the related Indebtedness under any resulting Capitalized Lease would otherwise be permitted hereunder; (bviii) to prepay sales, transfers, licenses or retire Senior Indebtedness sublicenses of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Company and its Restricted Subsidiaries, ; (2ix) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or dispositions resulting from any Restricted Subsidiary to casualty or other damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or a Wholly-Owned Restricted Subsidiary any Subsidiary; and (x) contributions of assets constituting Investments in Joint Ventures that would otherwise be permitted under Section 7.3(D)(xi) and for which no cash proceeds are received; and (xi) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Company’s management or board of directors) and (3b) any sale when combined with all such other transactions pursuant to this Section 7.3(B)(xi) (each such transaction being valued at book value) during the then current fiscal year, represents the disposition of property acquired or constructed assets with an aggregate book value not greater than 15% of the aggregate book value of Consolidated Assets as of the end of the immediately preceding fiscal year. If the proceeds resulting from an Asset Sale are used by the Company or any Restricted the applicable Subsidiary after within 180 days of the Execution Date date on which such proceeds arose to any Person within 365 days following the acquisition or completion acquire property useful in such Person’s business, then, only for purposes of construction of determining compliance with this Section 7.3(B)(xi), such property by the Company or Asset Sale shall not be included in such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseedetermination.

Sales of Assets. The Company will notNeither the Borrower nor any of its Subsidiaries shall consummate any Asset Sale, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (ai) to acquire productive assets used licenses or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of sublicenses by the Company Borrower or its Subsidiaries of software, customer lists, trademarks, service marks, patents, trade names and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets copyrights and other intellectual property in the ordinary course of business; provided, that such licenses or sublicenses shall not interfere with the business of the Company Borrower or any such Subsidiary; (ii) transfers of assets between the Borrower and any wholly-owned Subsidiary of the Borrower or between wholly-owned Subsidiaries of the Borrower not otherwise prohibited by this Agreement; provided, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; and (iii) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Borrower’s board of directors), and (b) when combined with all such other transactions (each such transaction being valued at book value) (i) during the immediately preceding twelve-month period, represents the disposition of not greater than fifteen percent (15%) of the Borrower’s Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into, and (ii) during the period from the Closing Date to the date of such proposed transaction, represents the disposition of not greater than twenty-five percent (25%) of the Borrower’s Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into; and (iv) sales in connection with the reorganization, restructuring and rationalization of the Borrower and its Restricted Subsidiaries; provided, (2) any Disposition of assets that the non-recurring expenses arising from such reorganization, restructuring and rationalization which are charged to operating expenses are charged during the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and first three (3) fiscal years following any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date Permitted Acquisition and do not exceed $5,000,000, on a pre-tax basis, with respect to any Person within 365 days following Permitted Acquisition, or $10,000,000, on a pre-tax basis, in the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeaggregate.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Notes pursuant to this Section 10.5 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than five (5) Business Days prior to the holders proposed prepayment date of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any its acceptance of such offer of prepayment. A failure by a holder of Notes that has rejected or is to respond to such offer shall be deemed to have rejected constitute a rejection of such offer offer. Prepayment of Notes pursuant to this Section 10.5 shall be made in accordance with respect to such holder’s Ratable Portion Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold in an arm's-length transaction for consideration which is not less than the Fair Market Value of such property and such sale is in the best interests of the Company and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds Net Proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 270 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets and properties used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed ofSubsidiaries; and/oror (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other or its Restricted Subsidiary, Subsidiaries; provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, without the payment of the Make-Whole Amount and (iii) in connection with any prepayment of the revolving credit facility under the Bank Credit Agreement (or similar credit facility) the revolving commitment shall be permanently reduced by the amount of such prepayment. Once Any offer of prepayment of the Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice which shall be delivered not less than 30 days and not more than 60 days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment, and (iii) a calculation of the Ratable Portion for such holder's Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than 5 Business Days prior to the holders proposed prepayment date of Notes described in the preceding proviso with respect its acceptance of such offer of prepayment. If any holder of a Note or any other Senior Debt shall fail to any Dispositionaccept an offer of prepayment pursuant to this Section 10.6, (1) the Company shall thereafter re-offer to prepay Senior Debt (ratably among all holders of Senior Debt which shall have no further obligations accepted the initial offer of prepayment) in a principal amount equal to the portion of such Net Proceeds which shall not have been applied to the prepayment of Senior Debt pursuant to the initial offer. The Company shall not receive credit pursuant to this Section 10.6 for any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted Senior Debt which has not been prepaid in accordance with offers made pursuant to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Section. As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “"substantial part” " of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during any fiscal year of the period of 12 consecutive months ending on the date of such Disposition, Company exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “"substantial part” " any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeExcluded Sale and Leaseback Transaction.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock capital stock or similar Equity Interests of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having for a Fair Market Value at least equal to purchase price no greater than the Fair Market Value fair market value of such the assets Disposed ofso acquired; and/or (b) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once Note and such offer, whether or not accepted, shall be deemed to satisfy the requirement of this clause (b) and if not accepted, shall permit the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, proceeds free of the requirements of this Section 10.510.6. As used in this Section 10.510.6, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned another Restricted Subsidiary and Subsidiary, (3) the Disposition of accounts receivable pursuant to the Receivables Facility and any other receivables facility permitted by Section 10.3, (4) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Closing Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee, and (5) any Disposition made in compliance with the provisions of Section 10.5(b).

Sales of Assets. The Company Obligors will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Obligors and its their Restricted Subsidiaries; provided, however, that the Company an Obligor or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Obligors and its their Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company Obligors and its their Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed ofsold, leased or otherwise disposed of (or FDSI or any Restricted Subsidiary is contractually obligated to acquire such productive assets pursuant to a binding contract entered into within such 365 day period so long as such productive assets shall have been acquired within 60 days following such 365 day period); and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness Debt of any other Obligor and/or its Restricted SubsidiarySubsidiaries, provided that in (i) the course of making such application the Company Obligors shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 8.2 (at par and without the payment of any Make-Whole Amount or any other premium). If any holder of a Note fails to accept such offer of prepayment, then, for purposes of the preceding sentence only, the Obligors nevertheless will be deemed to have paid Senior Debt in a principal an amount which equals equal to the Ratable Portion ratable portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Obligors and its their Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Obligors and its their Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionany fiscal year, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Obligors and its their Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company an Obligor to any other Obligor or a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company an Obligor or a Wholly-Owned another Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company any Obligor or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company such Obligor or such any Restricted Subsidiary if the Company an Obligor or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee. For purposes of this Agreement, at any time a Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with Section 9.6 of this Agreement, the book value of all of the assets of such Subsidiary shall be deemed to be sold for purposes of this Section 10.5 as of the effective date of such designation and such sale of assets shall be subject to the provisions set forth in this Section 10.5.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds Net Proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below, such excess Net Proceeds, the “Excess Proceeds”) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets (including equity interests in a Person becoming a Subsidiary) used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed ofsold, leased or otherwise disposed of and/or to make capital expenditures in respect of the Company’s or its Subsidiaries’ business; and/or (b2) to prepay prepay, retire or retire defease Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application the Company shall shall, in accordance with Section 8.8, offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount amount, which equals the Ratable Portion for such Note. Once For the Company has made the offer to the holders purposes of Notes described in the preceding proviso with respect to any Dispositionthis subparagraph 2, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted deemed to retain have satisfied its obligations to prepay Senior Indebtedness to the extent that the Company has offered to prepay the Senior Notes or any other Senior Indebtedness with similar prepayment requirements and use the Unapplied Proceeds from any holders have declined such Disposition in any manneroffer of prepayment. A sale, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition lease or other disposition of assets shall be deemed to be a “substantial partSubstantial Part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the any period of 12 consecutive months ending on the date of such Dispositionmonths, exceeds 10% of the book value of Consolidated Total AssetsAssets (Consolidated Total Assets to be determined as of the end of the fiscal year of the Company immediately preceding such sale, lease or other disposition); provided that there shall be excluded from any determination of a “substantial partSubstantial Part” any (1i) any Disposition sale, lease or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee; (iv) sale or disposition of machinery, equipment and other assets (including but not limited to real property and buildings, structures and improvements thereon) no longer used or useful in the conduct of the business of the Company or its Subsidiaries; and (v) any sale, lease, or dispositions the Excess Proceeds of which have been applied pursuant to items (1) and/or (2) above.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee, and (iv) the sale by the Company or any Restricted Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices (“Permitted Supplier Financings”) pursuant to a receivables purchase agreement, negotiable instrument purchase agreement or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterparty”) whereby the Company or such Restricted Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables or negotiable instruments net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Restricted Subsidiary limited to breach of representation, warranty or covenant by the Company or such Restricted Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in that, to the course of making extent any such application the Company shall offer proceeds are used to prepay each the outstanding Note principal amount of the Notes, such prepayment shall be made in accordance with the terms of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition8.2; provided further, that neither clause (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and nor clause (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.510.4 shall be used to permit the transfer of assets from the Company to any Subsidiary. As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from (x) the Company to a Wholly-Owned Restricted Subsidiary Guarantor or from (y) any Restricted Subsidiary to the Company or a Whollywholly-Owned Restricted owned Subsidiary of the Company; provided that any transfer of assets from a Subsidiary Guarantor must be to the Company or another Subsidiary Guarantor and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will notNeither the Borrower nor any of its Subsidiaries shall consummate any Asset Sale, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (ai) to acquire productive assets used licenses or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of sublicenses by the Company Borrower or its Subsidiaries of software, customer lists, trademarks, service marks, patents, trade names and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets copyrights and other intellectual property in the ordinary course of business; provided, that such licenses or sublicenses shall not interfere with the business of the Company Borrower or any such Subsidiary; (ii) transfers of assets between the Borrower and any wholly-owned Subsidiary of the Borrower or between wholly-owned Subsidiaries of the Borrower not otherwise prohibited by this Agreement; provided, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; and (iii) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Borrower's board of directors), and (b) when combined with all such other transactions (each such transaction being valued at book value) (i) during the immediately preceding twelve-month period, represents the disposition of not greater than ten percent (10%) of the Borrower's Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into, and (ii) during the period from the Closing Date to the date of such proposed transaction, represents the disposition of not greater than twenty-five percent (25%) of the Borrower's Consolidated Tangible Assets at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into; and (iv) sales in connection with the reorganization, restructuring and rationalization of the Borrower and its Restricted Subsidiaries; provided, (2) any Disposition of assets that the non-recurring expenses arising from such reorganization, restructuring and rationalization which are charged to operating expenses are charged during the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and first three (3) fiscal years following any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date Permitted Acquisition and do not exceed $5,000,000, on a pre-tax basis, with respect to any Person within 365 days following Permitted Acquisition, or $10,000,000, on a pre-tax basis, in the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeaggregate.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock capital stock or similar equity interests of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value fair market value at least equal to the Fair Market Value fair market value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the If any holder of a Note fails to accept such offer to the holders of Notes described in the preceding proviso with respect to any Dispositionprepayment, (1) then the Company shall have no further obligations prepay or pay or cause to any holder prepay or pay additional senior Indebtedness of Notes that has rejected the Company or is deemed a Restricted Subsidiary in an amount equal to have rejected such offer with respect to such holder’s the Ratable Portion of the proceeds of for such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Note. As used in this Section 10.510.9, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 365 consecutive months days ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year of the Company immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition sale, lease or other disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee, (4) any sale of obsolete or surplus assets or assets no longer used or useful in the business of the Company or any Restricted Subsidiary, (5) any transaction permitted by Section 10.2 (other than Section 10.2(a)), and (6) any sale of assets pursuant to any Securitization Transaction.

Sales of Assets. The Company will notNone of Holdings, and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets Company's Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any Property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, to the extent such Property constitutes Senior Collateral, without Lender's prior written consent. With respect to any Property other than Property constituting Senior Collateral, none of Holdings, the Company or any of the Company and its Restricted Company's Subsidiaries if shall sell, assign, transfer, lease, convey or otherwise dispose of any such assets are sold for Fair Market Value andProperty, at such time and after giving effect theretowhether now owned or hereafter acquired, no Default or Event of Default shall have occurred and be continuing and an amount equal any income or profits therefrom, or enter into any agreement to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositiondo so, in any combinationexcept: (a) to acquire productive assets used or useful in carrying on the business sale of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or Property (bother than General Intangibles) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business (including sales of such Property between the Borrowers and their Subsidiaries); (b) the sale of Receivables pursuant to the Permitted Receivables Transaction Documents; (c) sales of assets outside of the Company and its Restricted Subsidiariesordinary course of business not in excess of $1,000,000 in any Fiscal Year; provided, however, (2A) any Disposition sales of Collateral permitted pursuant to this clause shall be for cash or on customary payment terms and (B) sales of other assets permitted pursuant to this clause may be for cash, on customary payment terms or for promissory notes, provided, that all cash shall be applied to the obligations of the Borrower whose Collateral is being sold, and all promissory notes shall be pledged to the Revolving Credit Agent as additional collateral; (d) sales of Receivables in the ordinary course of business made (A) between Borrowers or (B) from Subsidiaries of the Company to a Wholly-Owned Restricted Subsidiary Borrower, provided, that all actions under the Uniform Commercial Code and other applicable Requirements of Law required to perfect the purchaser's interest in such Receivables shall have been taken; (e) assignments and licenses of intellectual property of the Company in the ordinary course of business; (f) subleases of leases or from any Restricted Subsidiary leases of owned Real Property (other than the Houston Facility), to the extent such leases and subleases have anticipated annual rentals of less than $1,000,000 each; (g) sales of Receivables backed by foreign letters of credit of not more than $3,500,000 in any Fiscal Year (or such larger amount as Lender may approve in its sole discretion); (h) sales of Capital Stock of Subsidiaries of the Company or a Wholly-Owned Restricted Subsidiary and permitted by Section 9.13; and (3i) any sale of property acquired or constructed additional dispositions which may be approved by the Company or any Restricted Subsidiary after Revolving Credit Agent in its sole discretion and which result in Net Cash Proceeds of not more than $2,500,000 in the Execution Date aggregate and which are applied to any Person within 365 days following pay the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeSenior Revolving Obligations.

Sales of Assets. The Neither the Company will notnor any of its Significant Subsidiaries shall consummate any Asset Sale, except: (i) transfers of assets between the Company and will not permit any Restricted wholly-owned Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedor between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (ii) sales of inventory in the ordinary course of business; (iii) the disposition in the ordinary course of business of equipment or property that is obsolete, howeverexcess, that or no longer used or useful in the Company’s or any Subsidiary’s business or of any asset in exchange for, or the proceeds of which shall be used to acquire, any replacement asset useful in the business of the Company or any Restricted Subsidiary; (iv) sales, transfers or assignments of Receivables in connection with receivables purchase facilities; provided, that the aggregate amount of Receivables Facility Attributed Indebtedness arising in connection therewith does not exceed amounts permitted under Section 7.3(A)(xiv); (v) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (vi) sales, transfers, leases and other dispositions of property that are (x) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business, (y) investments of any Person existing at the time such Person becomes a Subsidiary may Dispose of assets constituting a substantial part of the assets of or consolidates or merges with the Company or any Subsidiary (including in connection with an acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger or (z) another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); (vii) leases entered into in the ordinary course of business, and its Restricted Subsidiaries if such assets are sold for Fair Market Value andsale and leaseback transactions, at such time and after giving effect theretoin each case, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only extent that they do not materially interfere with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value sale of such assets Disposed of; and/orand the related Indebtedness under any resulting Capitalized Lease would otherwise be permitted hereunder; (bviii) to prepay sales, transfers, licenses or retire Senior Indebtedness sublicenses of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Company and its Restricted Subsidiaries, ; (2ix) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or dispositions resulting from any Restricted Subsidiary to casualty or other damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or a Wholly-Owned Restricted Subsidiary any Subsidiary; and (x) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Company’s management or board of directors) and (3b) any sale when combined with all such other transactions pursuant to this Section 7.3(B)(x) (each such transaction being valued at book value) during the then current fiscal year, represents the disposition of property acquired or constructed assets with an aggregate book value not greater than 15% of the aggregate book value of Consolidated Assets as of the end of the immediately preceding fiscal year. If the proceeds resulting from an Asset Sale are used by the Company or any Restricted the applicable Subsidiary after within 180 days of the Execution Date date on which such proceeds arose to any Person within 365 days following the acquisition or completion acquire property useful in such Person’s business, then, only for purposes of construction of determining compliance with this Section 7.3(B)(x), such property by the Company or Asset Sale shall not be included in such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseedetermination.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and immediately after giving effect thereto, no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have occurred and been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be continuing deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered) and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but in the case of clause (b) above, only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application that, the Company shall shall, in accordance with Section 8.8, offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will notSell, and will not lease or otherwise dispose, or permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose, of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Borrower and its Restricted SubsidiariesSubsidiaries (including, without limitation, accounts receivable, leasehold interests and the capital stock or other equity interests in any Subsidiary) in any fiscal year; provided, however, that the Company Borrower or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Borrower and its Restricted Subsidiaries if (x) such assets are sold for Fair Market Value andcash in an arm’s-length transaction for fair market value to a Person other than an Affiliate, (y) at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) an amount equal to the net proceeds Net Proceeds received from such Disposition sale, lease or other disposition (but only with respect to that excluding any portion of such the Net Proceeds which are attributable to assets that exceeds which constitute less than a substantial part of the definition assets of “substantial part” set forth belowthe Borrower and its Subsidiaries) shall be used within 365 days of such Dispositionused, in any combination: (a1) within two years of such sale, lease or disposition to acquire productive assets used or useful in carrying on the business of the Company Borrower and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b2) to prepay or retire Senior Indebtedness Consolidated Debt of the Company Borrower and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5its Subsidiaries. As used in this Section 10.55.02(g), a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Borrower and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Borrower and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsame fiscal year, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Borrower and its Restricted Subsidiaries, and (2ii) any Disposition transfer of assets from the Company Borrower to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company Borrower or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeSubsidiary.

Sales of Assets. The Company Borrower will not, and nor will not it permit any Restricted Consolidated Subsidiary to, Dispose sell, transfer, convey (including, without limitation, any sale, transfer or conveyance related to a sale and leaseback transaction but excluding sales of inventory in the ordinary course of business) or lease (or enter into any commitment to sell, transfer, convey or lease) all or any part of its assets (whether in one or a series of transactions) except (a) Leases by the Borrower and Consolidated Subsidiaries of Flight Equipment to others provided that the aggregate book value of all Flight Equipment leased to any other Person or Persons by the Borrower or any such Consolidated Subsidiary shall not at any time exceed $500,000,000; (b) Sales of property by the Borrower or a Consolidated Subsidiary provided that at the time of any substantial part such sale or other disposition the Borrower or Consolidated Subsidiary making such sale or disposition shall have previously acquired or shall be simultaneously acquiring, in contemplation of such sale or other disposition, substantially similar property, or shall have previously entered into, or shall be simultaneously entering into, a binding purchase agreement or purchase agreements to acquire substantially similar property, which property is acquired within three years of such sale or other disposition; (as defined belowc) Sales of property (other than sales of property permitted by Section 6.16(e) but including any deemed sales of property pursuant to Section 6.15(d)) determined by the Borrower to be surplus or obsolete provided that the aggregate net book value of all such surplus or obsolete property sold in any one fiscal year of the assets (including Capital Stock Borrower shall not exceed 12.5% of Subsidiaries) Consolidated Adjusted Net Worth as of the Company last day of the fiscal year of the Borrower immediately preceding the fiscal year of the Borrower during which any such sale of assets shall take place; (d) Sales of any property in order concurrently or subsequently to lease as lessee such or similar property, provided that (i) any such sale takes place within 360 days after (A) in the case of personal property, the date on which the Borrower or the applicable Consolidated Subsidiary acquired such property, and (B) in the case of real property or fixtures, the later of the date on which the Borrower or the applicable Consolidated Subsidiary acquired such property or the date on which construction of all improvements on such property was completed, and (ii) after giving effect to the creation of the Capitalized Lease Obligations, if any, of the Borrower or a Consolidated Subsidiary resulting from the lease of such property by the Borrower or a Consolidated Subsidiary, the Borrower is in compliance with Section 6.12; (e) Dispositions in connection with the restructuring at Viking Freight, Inc. which was publicly announced prior to the date hereof; and (f) Sales of Property commonly known as "Federal Express Stage 3 Kits" in accordance with FedEx's ordinary business practices. Notwithstanding any provision of this Section 6.16 to the contrary, the Borrower will not, nor will it permit any Consolidated Subsidiary to, make any such sale, transfer, conveyance or lease of any Collateral or Designated Collateral without the prior written consent of the Required Lenders, except that the Borrower and its Restricted Subsidiaries; providedConsolidated Subsidiaries may sell, howevertransfer, convey or lease, in accordance with the foregoing provisions of this Section 6.16, Designated Collateral consisting of motor vehicles and real estate without such written consent, provided that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, Borrower is in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance compliance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee6.24.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the LIBOR Breakage Amount and Prepayment Premium, if any. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.4 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the Dentsply International Inc. Note Purchase Agreement proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.4 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Prepayment Premium). As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Other than in connection with a conveyance, transfer or lease of all or substantially all of the assets of Vectren or the Company made in compliance with the provisions of Section 10.2, Vectren will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Vectren and its Restricted Subsidiaries; provided, however, that the Company Vectren or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Vectren and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, and an amount equal to the net proceeds Net Proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days 18 months of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company Vectren and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company Vectren and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application the Company (i) Vectren shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at 100% of the principal amount thereof, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify Vectren in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.8 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.8, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Vectren and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Vectren and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assetsconsolidated total assets of Vectren and its Restricted Subsidiaries, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Vectren and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company Vectren to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company Vectren or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company Vectren or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company Vectren or such any Restricted Subsidiary if the Company Vectren or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company Parent Issuer will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Parent Issuer and its Restricted Subsidiaries; provided, however, that the Company Parent Issuer or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Parent Issuer and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and immediately after giving effect thereto, no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 and 10.2, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the most recent fiscal quarter for which financial statements have occurred and been delivered and, for purposes of determining compliance with Section 10.3, that all Priority Debt will be continuing deemed to have been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered) and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but in the case of clause (b) above, only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company Parent Issuer and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company Parent Issuer and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application that, the Company shall shall, in accordance with Section 8.8, offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. -40- As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Parent Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Parent Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Parent Issuer and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company Parent Issuer to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company Parent Issuer or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company Parent Issuer or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company Parent Issuer or such Restricted any Subsidiary if the Company Parent Issuer or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. Except as otherwise provided in this section, Borrower will not sell or dispose of any of its assets material to the operation of its business, unless the prior written consent of the Bank has been obtained. The Company Bank shall provide such consent if the Borrower (i) certifies to the Bank that such assets have become inadequate, worn out, unprofitable or unnecessary for the Borrower's operations, or certifies to the Bank that such assets shall be alienated, transferred, assigned, sold or otherwise disposed of at not less than one hundred percent of the greater of the full book value or fair market value thereof; and (ii) certifies to the Bank that such alienation, assignment, transfer, sale or disposal will not, not materially impair the ability of the Borrower to operate its normal programs and services and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) impair the ability of the assets (including Capital Stock of Subsidiaries) Borrower to make full and timely payments when due under this Agreement. Borrower may sell or dispose of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such following assets, when added to without the book value of all other Bank's consent: (A) obsolete assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets no longer useful in the ordinary course of business its business; (B) assets which constitute personalty, and are not any of (i) fixed assets or fixtures or (ii) realty; (C) real property sold or donated to public entities for conservation purposes, provided the Borrower's operations are not materially impaired by any such sale or donation; (D) assets acquired after the date of this Agreement by a purchase money mortgage or purchase money security interest; and (E) assets transferred in the Borrower's merger with an Affiliate or a regulated water utility, as long as the surviving entity shall have all of Borrower's obligations under the Related Documents. Also, only while the First Mortgage Indenture is in effect, the Borrower may sell or dispose of the assets permitted to be transferred under Article 10 of the First Mortgage Indenture, without the Bank's consent, as long as all restrictions and conditions in the First Mortgage Indenture shall apply to such transfer and if Borrower is selling or exchanging any assets pursuant to Section 10.4 of the First Mortgage Indenture, then in addition to meeting all of the conditions in the First Mortgage Indenture, Borrower shall also provide to the Bank: (i) A resolution authorizing such sale or exchange; Exhibit 4.29 (ii) A certificate signed and sworn to by the President or a Vice President of the Borrower and by an engineer who, if the cost of the properties (when first devoted to the public service) for the sale or exchange of which request is made exceeds $25,000, shall be an independent engineer. (A) describing the property to be sold or exchanged and stating that in the opinion of the signers the sale or exchange will be of benefit to the Company and will not affect the payment of the Bonds; (B) stating that the Borrower has sold or exchanged, or contracted to sell or exchange, the property for consideration representing in the opinion of the signers its Restricted Subsidiariesfull value to the Borrower; (C) stating the amount and nature of such consideration and that it consists, or will consist, solely of one or more of the following: cash, property additions and properties which upon such exchange will constitute property additions; (2D) any Disposition stating either that the property to be sold or exchanged does not constitute or include all or substantially all of assets the fixed property of the Borrower, or, if it does constitute or include all or substantially all of such fixed property, stating that from the Company cash consideration received or to be received therefrom, as increased by any other moneys in the hands of the Trustee available for the redemption of Outstanding Bonds, there will be moneys sufficient in amount to pay all of the expenses and charges due the Bank, the Trustee, the Paying Agent and to redeem all Outstanding Bonds; (E) if any property additions or properties which on acquisition will become property additions are included in such certificate, briefly describing them, and stating that the signers have examined and inspected the same and that their construction or acquisition is desirable from the standpoint of the Borrower and the Bondholders, and if from the opinion of counsel responsive to (v) of this Section it appears that the same are subject to any encumbrances, that such encumbrances do not impair the use of the property to which they pertain for the purposes for which such property is held or to be held by the Borrower; (iii) A certificate signed and verified by the President or a Wholly-Owned Restricted Subsidiary Vice President and the Treasurer or from any Restricted Subsidiary an Assistant Treasurer of the Borrower, dated as of the date upon which the resolution referred to in (i) above was adopted, stating that the Borrower is not in default hereunder and stating the original cost of the property to be sold or exchanged; (iv) All moneys stated in the certificate responsive to (ii) of this Section to be or to have been received in consideration for the property, or to the Company extent that such moneys constitute the consideration for property subject to an underlying mortgage, which, by its terms, are required to be paid to or deposited with its mortgagee or trustee, a Wholly-Owned Restricted Subsidiary receipt by such mortgagee or trustee for such moneys, the Borrower covenanting, agreeing and directing that upon the satisfaction or release of such underlying mortgage any such money remaining in the possession or control of such mortgagee or trustee, to which the Borrower may be entitled, after Borrower has complied with the provisions of the First Mortgage Indenture, shall forthwith be deposited with the Trustee and Borrower Exhibit 4.29 shall direct the Trustee to make a redemption in the amount deposited with the Trustee on the next available redemption date; (3v) An opinion of counsel stating: (A) that all of the property received in exchange will, upon such acquisition, be subject to no liens, except Permitted Encumbrances; (B) if any part of the consideration for the property has been or is to be paid to or deposited with the mortgagee or trustee of an underlying mortgage, that such consideration is required by such underlying mortgage to be paid to or deposited with such mortgagee or trustee; (vi) Either (A) a certificate constituting evidence of the authorization, approval or consent of any governmental body at the time having jurisdiction in the premises to the sale or exchange of property acquired or constructed by the Company or any Restricted Subsidiary after property, the Execution Date consideration to any Person within 365 days following be received therefor and the acquisition or completion of construction any property constituting any part of such property by consideration, together with an opinion of counsel that the Company same constitutes sufficient evidence thereof and that the authorization, approval or such Restricted Subsidiary if the Company consent of no other governmental body is required; or such Restricted Subsidiary shall concurrently with such sale(B) an opinion of counsel that no authorization, lease such property, as lesseeapproval or consent of any governmental body is required.

Sales of Assets. (a) The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined in clause (b) below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted SubsidiariesSubsidiaries (including without limitation the sale or transfer of assets in a sale and leaseback transaction or a securitization transaction or a sale of equity interest in any Subsidiary); provided, however, that the Company or any Restricted Subsidiary may Dispose Mxxxx Industries, Inc. Note Purchase Agreement sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) continuing. However, there shall be used within 365 days excluded from any determination of such Disposition, in any combination: (a) to acquire productive a substantial part of the assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal any such sale, lease or other disposition to the Fair Market Value extent that the Net Proceeds received from such sale, lease or other disposition have been used within 18 months (starting 9 months prior to such sale and ending 9 months after such sale) of such assets Disposed of; and/or (b) sale, lease or disposition, to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once , and (ii) any such prepayment of the Company has Notes shall be made the offer at par, together with accrued interest thereon to the holders date of such prepayment, but without the payment of the Make-Whole Amount. Prepayment of Notes described in the preceding proviso with respect pursuant to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company this Section 10.7 shall be permitted to retain made in accordance with Section 8.4 and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. 8.9. (b) As used in this Section 10.510.7, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 12aggregate amount of leases, sales (including sale leasebacks) or other dispositions of Property hereof in any consecutive months ending on with thetwelve month prior to the date of month in which such Dispositionsale, exceeds 10lease or other disposition occursperiod, (ax) represents more than 2030% of the book value consolidated assets of Consolidated Total Assetsthe Company and its Subsidiaries as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the beginning of the twelve- month period ending with the month in which such determination is made, or (by) is responsible for more than 2030% of the consolidated net sales or of the consolidated net income of the Company and its Subsidiaries as reflected in the financial statements referred to in clause (ax) above, (c) represents more than 20% of the consolidated assets of the Company and its Subsidiaries as would be shown in the consolidated financial statements of the Company and its Subsidiaries as of the Effective Date or (d) is responsible for more than 20% of the consolidated net sales or of the consolidated net income of the Company and its Subsidiaries as reflected in the financial statements referred to in clause (c) above; provided that there shall be excluded from any determination of a “substantial part” any: (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, ,; (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Wholly‑Owned Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and ; (3iii) any sale or other disposition of Receivables in a Permitted Securitization Transaction in an amount not to exceed the greater of (a) $50,000,000 or (b) 10% of Consolidated Total Assets excluding intangible assets; (iv) any disposition constituting a merger or consolidation permitted under Section 10.2 or Liens permitted under Section 10.5 so long as the underlying asset is not sold or Restricted Payments permitted under Section 10.8; Mxxxx Industries, Inc. Note Purchase Agreement (v) any leases, subleases, licenses, sublicenses or cross licenses (including with respect to any intellectual property acquired or constructed by technology), in each case in the ordinary course of business or consistent with past practice and that do not materially interfere with the business of the Company and the Subsidiaries, taken as a whole, in each case where the underlying asset is not sold; (vi) dispositions of any assets (including Capital Stock) (A) acquired in connection with any Acquisition or other Investment not prohibited hereunder, which assets are not core or principal to the business of the Company and its Subsidiaries or (B) made to obtain the approval of any Restricted Subsidiary after the Execution Date to any Person applicable antitrust authority in connection with an Acquisition; provided that in each case, such disposition is made within 365 days following the acquisition or completion of construction one year of such property by Acquisition; (vii) any sales, transfers and dispositions of accounts receivable (A) (excluding sales or dispositions in a factoring or similar arrangement) in connection with the Company compromise, settlement or such Restricted Subsidiary if collection thereof and (B) under the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, factoring arrangement described on Schedule 10.7 so long as lesseethe principal amount thereunder is not increased.

Sales of Assets. The Company will notSell, and will not permit any Restricted Subsidiary to, Dispose lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Borrower and its Restricted Subsidiaries; provided, however, that the Company Borrower or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Borrower and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net Net Proceeds, including proceeds from any Asset Securitization, received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company Borrower and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b) to prepay or retire Senior Indebtedness commercial paper of the Company Borrower and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer its Subsidiaries or to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Outstanding Amounts. As used in this Section 10.57.05, a Disposition sale, lease or other disposition of assets shall be deemed to be a “"substantial part” " of the assets of the Company Borrower and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Borrower and its Restricted Subsidiaries during the any period of 12 24 consecutive months ending on the date of such Dispositionmonths, exceeds 1020% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “"substantial part” " any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Borrower and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company Borrower to a Whollywholly-Owned Restricted owned Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Borrower, (iii) any Excluded Sale Leaseback Transaction and (3iv) any sale or other disposition of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeproperties listed on Schedule 7.05 hereto.

Sales of Assets. The Company will notBorrower shall not convey, and will not permit sell, lease, transfer, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) all or any Restricted Subsidiary toor any material part of its business, Dispose of any substantial part (as defined below) of the property or assets (including Capital Stock any shares of Subsidiaries) stock in any Subsidiary or other Person), whether now owned or hereafter acquired, except sales or other dispositions of any of the Company following: (i) any inventory in the ordinary course of business; (ii) any Permitted Investments; (iii) any assets which have become worn out or obsolete or which are promptly being replaced, in the ordinary course of business; (iv) any Receivables and its Restricted Subsidiaries; provided, however, that the Company or Receivables Related Assets pursuant to any Restricted Subsidiary may Dispose of Permitted Receivables Purchase Facility; (v) assets constituting the Borrower's design-services operation pursuant to the Tality IPO; (vi) the Xxxxx Avenue Campus pursuant to a substantial part of sale-leaseback transaction, PROVIDED that such sale is made for fair value and the aggregate sales price from such sale is paid in cash; (vii) any other assets of to the Company and its Restricted Subsidiaries if extent not otherwise permitted hereunder; PROVIDED that such assets are sold do not constitute Substantial Assets and such sale or disposition is made for Fair Market Value and, fair value; and PROVIDED FURTHER that (A) at the time of any such time and after giving effect theretosale or disposition, no Default shall exist or Event shall result therefrom, (B) the aggregate sales price from such sale or disposition shall be paid in cash, or, if approved by the board of Default shall have occurred and be continuing and an amount equal directors of the Borrower, capital stock or debt obligations so long as the aggregate sales price paid in capital stock or debt obligations, when added to the net proceeds received from such Disposition non-cash sales price of all other assets sold, leased, transferred or otherwise disposed of pursuant to this clause (but only with respect vii) after the Closing Date pursuant to that portion this Section 9.04(d)(vii), does not exceed 5% of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business Consolidated Tangible Net Worth measured as of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness last day of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiarythen most recent fiscal quarter, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2C) the Company no dispositions of accounts or notes receivable shall be permitted to retain and use under this clause (vii) unless in connection with the Unapplied Proceeds from such Disposition in any mannersale of all or substantially all of a business unit, free division or Subsidiary of the requirements Borrower and such sale is otherwise permitted hereunder. For purposes of this Section 10.5. As used in this Section 10.5clause (vii), a Disposition sale, lease, transfer or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries "Substantial Assets" if the book value of such assets, when added to the book value of all other assets Disposed sold, leased, transferred or otherwise disposed of by after the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” Closing Date (1) any Disposition of other than assets sold in the ordinary course of business business), shall exceed 15% of Consolidated Tangible Net Worth measured as of the Company and its Restricted Subsidiaries, (2) any Disposition last day of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseethen most recent fiscal quarter.

Sales of Assets. Except as otherwise provided in this section, Borrower will not sell or dispose of any of its assets material to the operation of its business, unless the prior written consent of the Bank has been obtained. The Company Bank shall provide such consent if the Borrower (i) certifies to the Bank that such assets have become inadequate, worn out, unprofitable or unnecessary for the Borrower's operations, or certifies to the Bank that such assets shall be alienated, transferred, assigned, sold or otherwise disposed of at not less than one hundred percent of the greater of the full book value or fair market value thereof; and (ii) certifies to the Bank that such alienation, assignment, transfer, sale or disposal will not, not materially impair the ability of the Borrower to operate its normal programs and services and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) impair the ability of the assets (including Capital Stock of Subsidiaries) Borrower to make full and timely payments when due under this Agreement. Borrower may sell or dispose of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such following assets, when added to without the book value of all other Bank's consent: (A) obsolete assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets no longer useful in the ordinary course of business its business; (B) assets which constitute personalty, and are not any of (i) fixed assets or fixtures or (ii) realty; (C) real property sold or donated to public entities for conservation purposes, provided the Borrower's operations are not materially impaired by any such sale or donation; (D) assets acquired after the date of this Agreement by a purchase money mortgage or purchase money security interest; and (E) assets transferred in the Borrower's merger with an Affiliate or a regulated water utility, as long as the surviving entity shall have all of Borrower's obligations under the Related Documents. Also, only while the First Mortgage Indenture is in effect, the Borrower may sell or dispose of the assets permitted to be transferred under Article 10 of the First Mortgage Indenture, without the Bank's consent, as long as all restrictions and conditions in the First Mortgage Indenture shall apply to such transfer and if Borrower is selling or exchanging any assets pursuant to Section 10.4 of the First Mortgage Indenture, then in addition to meeting all of the conditions in the First Mortgage Indenture, Borrower shall also provide to the Bank: (i) A resolution authorizing such sale or exchange; (ii) A certificate signed and sworn to by the President or a Vice President of the Borrower and by an engineer who, if the cost of the properties (when first devoted to the public service) for the sale or exchange of which request is made exceeds $25,000, shall be an independent engineer. (A) describing the property to be sold or exchanged and stating that in the opinion of the signers the sale or exchange will be of benefit to the Company and will not affect the payment of the Bonds; (B) stating that the Borrower has sold or exchanged, or contracted to sell or exchange, the property for consideration representing in the opinion of the signers its Restricted Subsidiariesfull value to the Borrower; (C) stating the amount and nature of such consideration and that it consists, or will consist, solely of one or more of the following: cash, property additions and properties which upon such exchange will constitute property additions; (2D) any Disposition stating either that the property to be sold or exchanged does not constitute or include all or substantially all of assets the fixed property of the Borrower, or, if it does constitute or include all or substantially all of such fixed property, stating that from the Company cash consideration received or to be received therefrom, as increased by any other moneys in the hands of the Trustee available for the redemption of Outstanding Bonds, there will be moneys sufficient in amount to pay all of the expenses and charges due the Bank, the Trustee, the Paying Agent and to redeem all Outstanding Bonds; (E) if any property additions or properties which on acquisition will become property additions are included in such certificate, briefly describing them, and stating that the signers have examined and inspected the same and that their construction or acquisition is desirable from the standpoint of the Borrower and the Bondholders, and if from the opinion of counsel responsive to (v) of this Section it appears that the same are subject to any encumbrances, that such encumbrances do not impair the use of the property to which they pertain for the purposes for which such property is held or to be held by the Borrower; (iii) A certificate signed and verified by the President or a Wholly-Owned Restricted Subsidiary Vice President and the Treasurer or from any Restricted Subsidiary an Assistant Treasurer of the Borrower, dated as of the date upon which the resolution referred to in (i) above was adopted, stating that the Borrower is not in default hereunder and stating the original cost of the property to be sold or exchanged; (iv) All moneys stated in the certificate responsive to (ii) of this Section to be or to have been received in consideration for the property, or to the Company extent that such moneys constitute the consideration for property subject to an underlying mortgage, which, by its terms, are required to be paid to or deposited with its mortgagee or trustee, a Wholly-Owned Restricted Subsidiary receipt by such mortgagee or trustee for such moneys, the Borrower covenanting, agreeing and directing that upon the satisfaction or release of such underlying mortgage any such money remaining in the possession or control of such mortgagee or trustee, to which the Borrower may be entitled, after Borrower has complied with the provisions of the First Mortgage Indenture, shall forthwith be deposited with the Trustee and Borrower Exhibit 4.30 shall direct the Trustee to make a redemption in the amount deposited with the Trustee on the next available redemption date; (3v) An opinion of counsel stating: (A) that all of the property received in exchange will, upon such acquisition, be subject to no liens, except Permitted Encumbrances; (B) if any part of the consideration for the property has been or is to be paid to or deposited with the mortgagee or trustee of an underlying mortgage, that such consideration is required by such underlying mortgage to be paid to or deposited with such mortgagee or trustee; (vi) Either (A) a certificate constituting evidence of the authorization, approval or consent of any governmental body at the time having jurisdiction in the premises to the sale or exchange of property acquired or constructed by the Company or any Restricted Subsidiary after property, the Execution Date consideration to any Person within 365 days following be received therefor and the acquisition or completion of construction any property constituting any part of such property by consideration, together with an opinion of counsel that the Company same constitutes sufficient evidence thereof and that the authorization, approval or such Restricted Subsidiary if the Company consent of no other governmental body is required; or such Restricted Subsidiary shall concurrently with such sale(B) an opinion of counsel that no authorization, lease such property, as lesseeapproval or consent of any governmental body is required.

Sales of Assets. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, Dispose sell, lease, transfer, or otherwise dispose of, or part with control of (whether in one transaction or a series of transactions) any substantial part (as defined below) of the assets (including Capital Stock any shares of Subsidiaries) stock in any Subsidiary or other Person), except sales or other dispositions of any of the Company following: (i) any inventory in the ordinary course of business; (ii) any Permitted Investments; (iii) any assets which have become worn out or obsolete or which are promptly being replaced, in the ordinary course of business; (iv) any assets by any of its wholly owned Subsidiaries to another of its wholly owned Subsidiaries or to the Borrower; (v) any Specified Assets; PROVIDED that such sale or disposition is made in a bona fide arm's length transaction; and its Restricted Subsidiaries; provided, however, PROVIDED FURTHER that at the Company time of any such sale or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect theretodisposition, no Default or Event of Default shall have occurred and be continuing and an amount equal exist or shall result therefrom; and (vi) any other assets to the net proceeds received extent not otherwise permitted under this subsection (e); PROVIDED that such assets do not constitute the Primary Trademarks or Substantial Assets and such sale or disposition is made for fair market value; and PROVIDED FURTHER that (A) at the time of any such sale or disposition, no Event of Default shall exist or shall result therefrom, (B) the aggregate sales price from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale or disposition shall be used within 365 days of such Dispositionpaid in cash, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2C) the Company no dispositions of accounts or notes receivable shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any mannerhereunder. For purposes of clause (vi) a sale, free of the requirements of this Section 10.5. As used in this Section 10.5lease, a Disposition transfer or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries "Substantial Assets" if the book value of such assets, when added to the book value of all other assets Disposed sold, leased, transferred or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” same fiscal year (1) any Disposition of other than assets sold in the ordinary course of business business), shall exceed 5% of the Company and its Restricted Subsidiaries, (2) any Disposition Borrower's Consolidated Total Assets determined as of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to end of the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseemost recently completed fiscal year.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in that, to the course of making extent any such application the Company shall offer proceeds are used to prepay each the outstanding Note principal amount of the Notes, such prepayment shall be made in accordance with the terms of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.58.2. As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale, lease or other disposition of assets (x) inventory and materials in the ordinary course of business of the Company and its Restricted Subsidiaries, (2y) cash equivalents or (z) machinery, parts and equipment no longer used or useful in the conduct of its business, (ii) any Disposition sale or lease of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned another Restricted Subsidiary Subsidiary, (iii) sales of accounts receivables pursuant to any Permitted Securitization Transaction, and (3iv) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will not, RHI and will the Borrower shall not and shall not permit any Restricted Subsidiary toof the Borrower's Subsidiaries to sell, Dispose assign, transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedProperty, howeverwhether now owned or hereafter acquired by it, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andincome or profits therefrom, at such time and after giving effect theretoor enter into any agreement to do so, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (a) to acquire productive assets used the sale, assignment, transfer, lease, conveyance or useful in carrying on the business other disposition of the Company and its Restricted Subsidiaries and any Property having a Fair Market Value at least equal to Value, in the case of an individual asset sale, assignment, transfer, lease, conveyance or other disposition, not exceeding $1,000,000 or, in the case of aggregate asset sales, assignments, transfers, leases, conveyances and other dispositions in any Fiscal Year, not exceeding $5,000,000, for consideration not less than the Fair Market Value thereof so long as (i) any non-cash consideration resulting from such sale, assignment, transfer, lease, conveyance or other disposition shall be pledged or assigned to the Administrative Agent, for the benefit of such assets Disposed of; and/orthe Holders, pursuant to an instrument in form and substance acceptable to the Administrative Agent and (ii) the Borrower complies with the mandatory prepayment provisions set forth in Section 4.01(b) and the conditions to the release of Collateral described in Section 13.09(c); (b) to prepay or retire Senior Indebtedness the sale of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets Inventory in the ordinary course of business the Borrower's and its Subsidiaries' respective businesses; (c) the disposition of Equipment if such Equipment is traded in for credit against the purchase price of replacement Equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement Equipment, is obsolete, or is no longer useful in the ordinary course of RHI's, the Borrower's or a Subsidiary of the Company Borrower's business; (d) the sale of Investments in Cash Equivalents permitted pursuant to Section 10.04(a); (e) the sale, lease, transfer or other disposition of Permitted Dispositions and its Restricted SubsidiariesRHI Excluded Property; (f) the transfer of the Capital Stock of Fairchild Technologies UK, Ltd. by Technologies Germany to Banner Investments (U.K.) Limited for book value; (g) the transfer permitted pursuant to Section 10.09(b)(ii); (h) the sale, transfer or other disposition (including, without limitation, by merger) of Capital Stock of STFI held by RHI, provided that, (2i) any Disposition of assets from in the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with event such sale, lease transfer or other disposition is, in whole or in part, for cash, the Borrower complies with the mandatory prepayment provisions set forth in Section 4.01(b), (ii) in the event such propertysale, transfer or other disposition is, in whole or in part, for non-cash consideration, such non-cash consideration is STFI Substituted Stock, and (iii) the aggregate consideration therefor (whether all cash, part cash and part STFI Substituted Stock, or all STFI Substituted Stock, in each instance with the value of the STFI Substituted Stock being determined as lesseeof the date of such sale, transfer or other disposition) received upon consummation of such sale, transfer or other disposition, is not less than $50,000,000; (i) the sale of STFI Substituted Stock; provided that the Borrower complies with the mandatory prepayment provisions set forth in Section 4.01(b); (j) the sale of any assets or Capital Stock of the Technologies Companies, or any of them; provided that the Borrower complies with the mandatory prepayment provisions set forth in Section 4.01(b); and (k) the sale by RHI of any Indebtedness issued under the TFC Indentures to TFC; provided that such sale is in accordance with Section 10.08; and (l) the sale by RHI of its Investment in the Capital Stock of Sabanci Holding described in Section 10.04(f)(ii).

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andif, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Disposition, in any combinationused: (a1) within one hundred eighty (180) days after such sale, lease or disposition, to acquire productive assets property, plant and equipment used or useful in carrying on the business of the Company and its Restricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionally committed to acquire such property) and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than five (5) Business Days prior to the holders proposed prepayment date of Notes described its acceptance of such offer of prepayment and any offer not so accepted in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is writing will be deemed to have rejected such offer been rejected. Prepayment of Notes pursuant to this Section 10.6 shall be made in accordance with respect to such holder’s Ratable Portion Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries (other than in transactions in the ordinary course of business and Excluded Sale and Leaseback Transaction) during any fiscal year of the period of 12 consecutive months ending on the date of such DispositionCompany, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business , determined as of the Company and its Restricted Subsidiaries, (2) any Disposition end of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with fiscal year immediately preceding such sale, lease such property, as lesseeor other disposition.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted SubsidiariesSubsidiaries (including any such disposition of the equity interest of the Company or any Subsidiary in another Subsidiary which arises through a merger or consolidation between such Subsidiary and any other Person) in excess of the Threshold Amount (as defined below); provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part in excess of the assets of the Company and its Restricted Subsidiaries Threshold Amount if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds Net Proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets (other than cash or cash equivalents) used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of(including equity interests in entities which will become Subsidiaries); and/oror (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5its Subsidiaries. As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a in excess of the “substantial partThreshold Amount” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” Threshold Amount (1i) any Disposition sale, lease or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition sale, lease or disposition of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeSpecial Dividend.

Sales of Assets. The Company will notNeither Borrower shall sell, and will not permit any Restricted Subsidiary totransfer, Dispose lease or otherwise dispose of any substantial part Material Tangible Assets owned as of the date hereof (as defined belowthe “Existing Material Tangible Assets”) or any Material Tangible Assets (excluding capital stock of entities other than special purpose vehicles created for holding property, plant and equipment) hereafter acquired that directly or indirectly replace, renew, improve or repair Existing Material Tangible Assets or other Material Tangible Assets (excluding, in the case of such other Material Tangible Assets, capital stock of entities other than special purpose vehicles created for holding property, plant and equipment) that directly or indirectly have replaced, renewed, improved or repaired Existing Material Tangible Assets except (i) sales, transfers and other dispositions of Material Tangible Assets in the ordinary course of business on commercially reasonable terms; (ii) sales, transfers, leases or other dispositions of Material Tangible Assets to Ternium or any of its Subsidiaries upon commercially reasonable terms that comply with applicable laws and regulations; (iii) sales, transfers, leases or other dispositions of Material Tangible Assets to the extent that the net proceeds thereof received by the applicable Borrower are applied directly or indirectly within 180 days after such receipt to (x) permanently repay or prepay outstanding Indebtedness of the types described in clauses (a) and (b) of the definition thereof of such Borrower and/or to acquire or construct, or (y) refinance Indebtedness incurred not more than three months prior to the date of such sale, transfer, lease or other disposition for the purpose of acquiring or constructing, assets (including Capital Stock a controlling stake in any Person directly or indirectly holding assets) to be used by such Borrower in the same or related lines of Subsidiariesbusiness; (iv) sales, transfers, leases or other dispositions of Material Tangible Assets not otherwise permitted pursuant to subsections (i) through (iii) above, provided that each such sale, transfer, lease or other disposition under this subsection (iv) is for fair market value and at the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose time of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time transaction and after giving effect theretothereto (A) the aggregate book value of such Material Tangible Assets subject to all such dispositions made after the date hereof pursuant to this subsection (iv) (calculated, in the case of each such disposition, by reference to the financial statements of each Borrower referred to in Section 9.6(a) or (b), as the case may be, most recently delivered to the Administrative Agent prior to the date of such disposition) does not exceed in the aggregate in any fiscal year the sum of U.S.$200,000,000 (computed, prior to the Transaction Merger Date, on a combined basis as to Hylsa and IMSA and pro rated, in the case of the fiscal year ending in 2007, for the number of days in such fiscal year from and after the date hereof) plus the Asset Sale Carryover Amount with respect to the previous fiscal year and (B) no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed ofcontinuing; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2v) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any mannersales, free transfers, leases or other dispositions of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date Material Tangible Assets to any Person within 365 days following if, prior to the acquisition or completion of construction consummation of such property by transaction, the Company or applicable Borrower delivers to the Administrative Agent a certificate demonstrating in reasonable detail that, after giving pro forma effect to such Restricted Subsidiary if transaction, the Company or such Restricted Subsidiary shall concurrently Borrowers would reasonably be expected to be in compliance with such sale, lease such property, as lesseeSections 9.10 and 9.11.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lesseelessee and (iv) the sale by the Company or any Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices pursuant to a receivables purchase agreement, negotiable instrument purchase agreement, or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterparty”) whereby the Company or such Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables or negotiable instruments net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Subsidiary limited to breach of representation, warranty or covenant by the Company or such Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or other disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or its Subsidiaries (other than Senior Indebtedness owing to the Company or any of any other Restricted Subsidiaryits Affiliates), provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 8.7 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to If any holder of Notes that has rejected a Note fails or is deemed to have rejected failed to accept such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) prepayment, then the Company shall be permitted prepay or pay or cause to retain and use the Unapplied Proceeds from such Disposition in any manner, free prepay or pay additional Senior Indebtedness of the requirements of this Section 10.5Company or a Subsidiary in an amount equal to the Ratable Portion for such Note, but only to the extent that there is additional Senior Indebtedness other than the Notes then outstanding. As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition sale, lease or other disposition of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if such sale is part of a Sale and Leaseback Transaction and (4) the sale of Receivables to a Receivables Entity in connection with a Permitted Receivables Facility; provided that, to the extent any such sale to a Receivables Entity results in the aggregate amount of Attributable Receivables Indebtedness being in excess of the Permitted Securitization Amount, the Company or shall treat that portion of such Restricted Subsidiary shall concurrently with such sale, lease such property, sale resulting in the aggregate amount of Attributable Receivables Indebtedness being in excess of the Permitted Securitization Amount as lesseesale of assets subject to this Section 10.6 without application of this clause (4).

Sales of Assets. The Company will notNeither the Borrower nor any of its Subsidiaries shall sell, and will not permit any Restricted Subsidiary toassign, Dispose transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedproperty, howeverwhether now owned or hereafter acquired, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andincome or profits therefrom, at such time and after giving effect theretoor enter into any agreement to do so, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (ai) to acquire productive sales of Inventory and other assets used or useful in carrying on the business ordinary course of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orbusiness; (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1ii) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets disposition in the ordinary course of business of equipment that is obsolete, excess or no longer useful in the Borrower's or its Subsidiaries' business; (iii) the sale of Binks de Mexico, S.A. de C.V.'s Mexico City facility; (iv) the disposition of assets of Binks International (Italia) S.r.l. in connection with its liquidation; (v) the sale of the real property of the Borrower's Belgian Subsidiary; (vi) sales of Inventory which consists of obsolete Inventory, excess Inventory or Inventory relating to discontinued lines of business; (vii) sales, assignments or other transfers of Receivables by one or more of the Borrower's foreign Subsidiaries in the ordinary course of its business consistent with past practice; (viii) sales, assignments, transfers, leases, conveyances or other dispositions of other assets (other than Receivables by Borrower or SEI or the stock or substantially all of the assets of Xxxxx X. X.) to Persons which are not Affiliates of the Borrower if the value of such assets (which, for these purposes, shall mean the greater of such assets' book value at the time of sale or other disposition or the proceeds realized by the Borrower or its Subsidiaries from the sale or disposition of such assets), when added to the value of all other assets sold or disposed of by the Company and its Restricted SubsidiariesSubsidiaries under this CLAUSE (viii) (or clause (v) of this Section under the Original Credit Agreement) after the Original Date, does not exceed ten percent (210%) any Disposition of the Borrower's Consolidated Tangible Assets determined at the end of the fiscal year immediately preceding that in which such transaction is proposed to be entered into; and (ix) sales of a portion of the Borrower's business or assets from and/or one or more of the Company Borrower's Subsidiaries or their assets consented to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary by the Required Creditors in connection with the Sale Initiative pursuant to the Company or a Wholly-Owned Restricted Subsidiary terms of SECTION 7.5(g) and (3) any sale permitted under the terms of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeNote Purchase Agreement.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms -29- STEPAN COMPANY NOTE PURCHASE AGREEMENT length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth for,th below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lesseelessee and (iv) the sale by the Company or any Restricted Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices pursuant to a receivables purchase agreement, negotiable instrument purchase agreement, or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterpart Counterparty”) whereby the Company or such Restricted Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables or negotiable instruments net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Restricted Subsidiary limited to breach of representation, warranty or covenant by the Company or such Restricted Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than 15 days and not more than 60 days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.6 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will notExcept as expressly set out in this Section 7.10, Borrower shall not and will shall not permit any Restricted Subsidiary toof Borrower to sell, Dispose transfer, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) or properties, other than the sale of Inventory in the Company and its Restricted Subsidiaries; providedordinary course of business. The foregoing notwithstanding, however, that the Company (i) Borrower or any Restricted Subsidiary of Borrower may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andsell, at such time and after giving effect theretotransfer, no Default convey or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness otherwise dispose of any obsolete or redundant assets or other Restricted Subsidiaryproperties and may transfer any assets or other properties in connection with any condemnation thereof, provided that in Borrower uses the course proceeds thereof or therefrom to purchase new, additional, replacement or substitute assets or properties (collectively, "Replacement Assets"), and promptly delivers to Agent written notice of making the use of such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion proceeds for such Note. Once the Company has made the offer purpose to the holders extent that the value of Notes described any such assets disposed of exceeds $250,000; (ii) Borrower or any Subsidiary may in the preceding proviso with respect to any Dispositionaddition sell, (1) the Company shall have no further obligations to any holder of Notes that has rejected transfer, convey or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition otherwise dispose of assets shall be deemed or properties (in addition to be a “substantial part” sales of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets Inventory in the ordinary course of business and dispositions in which Replacement Assets are acquired), provided that the aggregate amount of the Company assets or properties disposed of during any Fiscal Year does not exceed 20% of the consolidated assets of Quixote and its Restricted SubsidiariesSubsidiaries as of the end of the immediately preceding Fiscal Year; and (iii) Borrower or any Subsidiary may sell, (2) transfer, convey or otherwise dispose of Stock of any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary if and to the Company extent that (x) the applicable Borrower or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with receives consideration for such sale, lease transfer, conveyance or disposition of not less than reasonably equivalent value, and (y) the value of all such propertyStock sold, transferred, conveyed or otherwise disposed of in any Fiscal Year does not exceed an amount equal to 20% of the consolidated assets (exclusive of Intangible Assets) of Quixote and its Subsidiaries as lesseeof the end of the immediately preceding Fiscal Year. Any Replacement Asset purchased by Borrower or any Subsidiary of Borrower shall be free and clear of all Liens, except for those permitted hereunder.

Sales of Assets. The Company will not, Borrowers shall not and will shall not permit any Restricted Subsidiary toof the Borrowers' Subsidiaries to sell, Dispose assign, transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedProperty, howeverwhether now owned or hereafter acquired by such Person, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andincome or profits therefrom, at such time and after giving effect theretoor enter into any agreement to do so, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (a) to acquire productive assets used any sale, assignment, transfer, lease, conveyance or useful in carrying on the business other disposition of the Company and its Restricted Subsidiaries and any Property having a Fair Market Value at least equal to Value, in the case of an individual asset sale, assignment, transfer, lease, conveyance or other disposition, not exceeding $1,000,000 or, in the case of aggregate asset sales, assignments, transfers, leases, conveyances and other dispositions in any Fiscal Year, not exceeding $5,000,000, for consideration not less than the Fair Market Value thereof so long as (i) any non-cash consideration resulting from such sale, assignment, transfer, lease, conveyance or other disposition shall be pledged or assigned to the Collateral Agent, for the benefit of such assets Disposed of; and/orthe Holders, pursuant to an instrument in form and substance acceptable to the Collateral Agent and (ii) the Borrowers comply with the mandatory prepayment provisions set forth in Section 4.01(b) and the conditions to the release of Collateral described in Section 13.09(c); (b) to prepay or retire Senior Indebtedness any sale of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets Inventory in the ordinary course of business the Borrowers' and their Subsidiaries' respective businesses; (c) any disposition of Equipment if such Equipment is traded in for credit against the purchase price of replacement Equipment or the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement Equipment, is obsolete, or is no longer useful in the ordinary course of the Company Borrowers' or their Subsidiaries' respective businesses; (d) the sale of Investments in Cash Equivalents permitted pursuant to Section 10.04(a) and its Restricted Subsidiaries, Eligible Marketable Securities permitted pursuant to Section 10.04(g); (2e) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such propertylease, as lessee.transfer or other disposition of Permitted Dispositions and RHI Excluded Property; (f) the transfers of (i) the Capital Stock of Fxxxxxxxx Fasteners France S.A.R.

Sales of Assets. The Company will not, and will not permit the Parent or any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Parent and its Restricted Subsidiaries; provided, however, that the Company Company, the Parent or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Parent and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or other disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company Parent and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company Company, the Parent and/or a any Subsidiary Guarantor and/or (other than Senior Indebtedness of owing to the Company, the Parent or any other Restricted SubsidiaryAffiliate), provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 8.7 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to If any holder of Notes that has rejected a Note fails or is deemed to have rejected failed to accept such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) prepayment, then the Company shall be permitted prepay or pay or cause to retain and use the Unapplied Proceeds from such Disposition in any manner, free prepay or pay additional Senior Indebtedness of the requirements of this Section 10.5Company, the Parent or a Subsidiary in an amount equal to the Ratable Portion for such Note, but only to the extent that there is additional Senior Indebtedness other than the Notes then outstanding. As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Parent and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Parent and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company and its Restricted SubsidiariesCompany, the Parent or any Subsidiary, (2) any Disposition sale, lease or other disposition of assets from the Company or the Parent to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company Company, the Parent or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Effective Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company Company, the Parent or such Restricted any Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseesale is part of a Sale and Leaseback Transaction.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock capital stock or similar equity interests of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 180 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value fair market value at least equal to the Fair Market Value fair market value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 8.8 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the If any holder of a Note fails to accept such offer to the holders of Notes described in the preceding proviso with respect to any Dispositionprepayment, (1) then the Company shall have no further obligations prepay or pay or cause to any holder prepay or pay additional senior Indebtedness of Notes that has rejected the Company or is deemed a Subsidiary in an amount equal to have rejected such offer with respect to such holder’s the Ratable Portion of the proceeds of for such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Note. As used in this Section 10.510.8, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 365 consecutive months days ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Tangible Assets, determined as of the end of the fiscal quarter of the Company immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition sale, lease or other disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of the Closing to any Person within 365 180 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.

Sales of Assets. The Except as permitted by Section 10.6, the Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination:: Eagle Materials Inc. Note Purchase Agreement (a1) for working capital purposes (with respect to any Receivables Securitization Financing), or to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (except at par and without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, (iii) sales of accounts receivable pursuant to one or more Receivables Securitization Financings with respect to which the aggregate purchase commitments do not exceed $75,000,000, and (3iv) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall shall, concurrently with such salesale or transfer, lease such property, property as lessee.

Sales of Assets. (a) The Company will not, and will not permit any Restricted Subsidiary toto sell, Dispose lease or otherwise dispose of all or any substantial part (as defined belowin paragraph (b) of the assets (including Capital Stock of Subsidiariesthis Section 4.10) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries, except as permitted by Section 4.9; PROVIDED, HOWEVER, that: (1) any Restricted Subsidiary may sell, lease or otherwise dispose of any substantial part of its assets to the Company or any Wholly-owned Restricted Subsidiary; (2) the Company or any Restricted Subsidiary may sell Properties constituting a substantial part of the assets of -29- the Company and its Restricted Subsidiaries if (i) such assets are sold sale shall be for Fair Market Value and, at an amount not less than the fair market value (as determined in good faith by the Board of Control) of such time and Properties; (ii) after giving effect theretoto such sale, no Default or Event of Default shall have occurred and be continuing and an amount equal continuing; (iii) the Net Proceeds of the sale of such Properties (to the net proceeds received from such Disposition (but only with respect to extent that portion the Net Proceeds of such assets that exceeds sale exceed the definition of “minimum amount required to define a substantial part” set forth belowpart pursuant to Section 4.10(b)) shall be used within 365 days of such Disposition, in any combinationare either: (aA) applied within the Application Period to acquire productive assets used or useful in carrying on the business pay Senior Funded Debt of the Company and its or any Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or Subsidiary (b) to prepay or retire other than Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination Funded Debt of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or another Restricted Subsidiary) selected by the Company, which in the case of the Notes shall be applied if and to the extent a Whollyprepayment pursuant to Section 5.1 is required to be made within such Application Period then in accordance with Section 5.1 and otherwise pursuant to Section 5.2; PROVIDED, HOWEVER, in the event that a Lien encumbering the Property that is the subject of the sale was given to secure Indebtedness incurred in connection with the acquisition thereof, the Net Proceeds of such sale may be applied first to the payment of such Indebtedness and any remaining Net Proceeds shall be applied as set forth above, or (B) deposited and held in a separate trust account with a bank or trust company satisfactory to the Holders holding at least a majority in aggregate principal amount of the outstanding Notes (which account may be invested in Investments of the type described in Section 4.8(b), (c), or (d)) and such Net Proceeds shall be either (x) applied within such Application Period to the acquisition of productive assets useful in the Company's business, or (y) committed, pursuant to a binding written contract entered into by the Company during such Application Period, to be applied to the acquisition of productive assets useful in the Company's business (in either case, having a fair market value, determined in good faith by the Board of Control, but excluding in the case of any timberlands any value based on a higher or better use thereof) not less than the amount of such Net Proceeds so applied, PROVIDED that the acquisition contemplated by such binding contract shall be consummated substantially in accordance with the terms thereof within 90 days after the end of such Application Period, and PROVIDED, FURTHER, that the Net Proceeds of the sale of any Property shall be considered to have been applied to an acquisition of Property although the acquisition occurred prior to the sale of Property giving rise to such Net Proceeds so long as such acquisition and sale were a series of related transactions occurring within a 180-Owned Restricted Subsidiary day period; and (iv) within ten Business Days after any sale pursuant to this clause (2), the Company shall have delivered to the Holders a certificate of the Board of Control certifying that such sale was for fair market value received by the Company and that after giving effect to such sale no Default or Event of Default has occurred and is continuing, and within ten Business Days after the earlier to occur of (a) the application pursuant to this clause (2) of the Net Proceeds of any sale or (b) the last day of any Application Period with respect to any sale, the Company shall have delivered to the Holders a certificate of the Board of Control certifying as to the application of the Net Proceeds of such sale and establishing compliance with the requirements of this clause (2); (3) the Company may sell timberlands in a like-kind exchange for a like interest in other timberlands having a fair market value (determined in good faith by the Board of Control, but excluding any sale value based on a higher and better use thereof) of property acquired or constructed at least the fair market value of the timberlands so sold, PROVIDED that 30 days prior to any like-kind exchange, the Company shall have delivered to the Holders a description of such exchange in sufficient detail to establish compliance with the foregoing requirements; and (4) the Company may sell not more than 25,000 acres in the aggregate of timberlands owned by the Company or designated in good faith by a Responsible Officer for a higher and better use, PROVIDED that ten Business Days after any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease the Company shall have delivered to the Holders a certificate of a Responsible Officer notifying the Holders of such property, sale and certifying as lesseeto the number of acres sold pursuant to this clause (4) and the amount of gross proceeds from such sale and establishing compliance herewith.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms STEPAN COMPANY NOTE PURCHASE AGREEMENT length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.lessee and (iv) the sale by the Company or any Restricted Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices pursuant to a receivables purchase agreement, negotiable instrument purchase agreement or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterpart Counterparty”) whereby the Company or such Restricted Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables or negotiable instruments net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Restricted Subsidiary limited to breach of representation, warranty or covenant by the Company or such Restricted Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables. STEPAN COMPANY NOTE PURCHASE AGREEMENT

Sales of Assets. The Neither the Company will notnor any of its Significant Subsidiaries shall consummate any Asset Sale, except: (i) transfers of assets between the Company and will not permit any Restricted wholly-owned Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets between wholly-owned Subsidiaries of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination:not otherwise prohibited by this Agreement; (aii) to acquire productive assets used or useful sales of inventory in carrying on the business ordinary course of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orbusiness; (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1iii) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets disposition in the ordinary course of business of equipment or property that is obsolete, excess, or no longer necessary, used or useful in the Company and its Restricted SubsidiariesCompany’s or any Subsidiary’s business or of any asset in exchange for, (2) or the proceeds of which shall be used to acquire, any Disposition replacement asset necessary or useful in the business of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after Subsidiary; (iv) sales, transfers or assignments of Receivables in connection with receivables purchase facilities; provided, that the Execution Date to aggregate amount of Receivables Facility Attributed Indebtedness arising in connection therewith does not exceed amounts permitted under Section 7.3(A)(xiv); (v) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice or other customary or reasonable business practices; (vi) sales, transfers, leases and other dispositions of property that are (x) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business, (y) investments of any Person within 365 days following existing at the acquisition time such Person becomes a Subsidiary or completion of construction of such property by consolidates or merges with the Company or any Subsidiary (including in connection with an acquisition) so long as such Restricted investments were not made in contemplation of such Person becoming a Subsidiary if or of such consolidation or merger or (z) another asset received as consideration for the Company or disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.are sold);

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock capital stock or similar equity interests of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “"substantial part” " set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value fair market value at least equal to the Fair Market Value fair market value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the If any holder of a Note fails to accept such offer to the holders of Notes described in the preceding proviso with respect to any Dispositionprepayment, (1) then the Company shall have no further obligations prepay or pay or cause to any holder of Notes that has rejected prepay or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets pay additional Debt of the Company and its or a Restricted Subsidiaries if the book value of such assetsSubsidiary, when added other than Subordinated Debt, in an amount equal to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of Ratable Portion for such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” Note. (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition sale, lease or other disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned another Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Closing Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.

Sales of Assets. The Company will notExcept as listed on Schedule 8.5 (subject to the provisions set forth below) or on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied) or the Silverthorne/Lebanon Transaction, and will not permit any Restricted Subsidiary tono Borrower Group Member shall sell, Dispose transfer, convey or otherwise dispose of any substantial part (as defined below) of the assets or properties (including Capital Stock any interest in the Expanded Properties or equity interests, direct or indirect, in the Expanded Property Owners) without the prior written consent of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, Lender. So long as no Default or Event of Default shall have occurred and be continuing and an amount equal continuing, Lender shall upon prior written notice from Borrower grant a consent to the net proceeds received from sale of any asset listed on Schedule 8.5 at the time such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: sale closes so long as (a) the Asset Disposition Net Proceeds, the calculation of which shall be subject to acquire productive assets used or useful Lender's reasonable approval, are in carrying on the business excess of the Company minimum amount set forth for such asset on Schedule 8.5, and its Restricted Subsidiaries are applied to repay the Note and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or Additional Fee as set forth in Section 2.7(b)(i), (b) to prepay the sale contract and other sale documents do not create any material liabilities, direct or retire Senior Indebtedness indirect, on the part of any Borrower Group Member, other than on the part of the Company and/or a Subsidiary Guarantor and/or Indebtedness selling entity, and then only to the extent the Borrower demonstrates to the Lender's reasonable satisfaction that such liabilities shall be capable of satisfaction without giving rise to any need for funding from any other Borrower Group Members, and (c) in the case of the proposed sale of any outlot or other Restricted Subsidiarysale of less than an entire parcel of property, provided that Borrower demonstrates.........................67 8.5 to Lender's reasonable satisfaction that all appropriate easement and other rights are retained by the remaining parcel over the asset to be conveyed, that no Leases or contracts binding upon any Borrower Group Members at the remaining parcel require any control of the conduct of business or other occurrences upon the parcel being conveyed, that all necessary subdivision and zoning approvals for the separate conveyance, ownership and operation of the parcels have been obtained and that the remaining parcel shall continue as a conforming use and structure in compliance with all Legal Requirements, and that such conveyance shall not render the remaining parcel a legal non-conforming use or structure or result in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds continuing compliance of such Disposition (remaining parcel with Legal Requirements being dependent upon the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in existence or development of any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all parking or other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company improvements or any Restricted Subsidiary after landscaping, open space, wetlands or other conditions upon the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.parcel being conveyed...........................................................68 8.6

Sales of Assets. The Company Obligors will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Obligors and their Subsidiaries (including Capital Stock without limitation the sale or transfer of Subsidiaries) assets in a sale and leaseback transaction or a securitization transaction or a sale of the Company and its Restricted Subsidiariesequity interest in any Subsidiary); provided, however, that the Company any Obligor or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Obligors and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company Obligors and its Restricted their Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Parent Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in (i) the course of making such application the Company Parent Guarantor shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Parent Guarantor in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.6 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Parent Guarantor and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Parent Guarantor and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Obligors and its Restricted their Subsidiaries, (2ii) any Disposition transfer of assets from the Company any Obligor to a Wholly-Owned Restricted any other Obligor or any Subsidiary or from any Restricted Subsidiary to the Company any Obligor or a Wholly-Owned Restricted Subsidiary, provided that, in each case, if the transferor is an Obligor or a Subsidiary Guarantor and the transferee is not another Obligor or another Subsidiary Guarantor, such transfer shall be deemed to be included in any determination of a “substantial part” unless such transferee shall have become obligated as a Subsidiary Guarantor under the Subsidiary Guaranty in accordance with the provisions of Section 9.6, and (3iii) any sale or transfer of property acquired or constructed by the Company any Obligor or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company any Obligor or any Subsidiary if such Obligor or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andif, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Disposition, in any combination: (a1) within one hundred eighty (180) daysyear prior to or after such sale, lease or disposition, to acquire productive assets property, plant and equipment used or useful in carrying on the business of the Company and its Restricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionally committed to acquire such property) and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once , provided further, to the extent that a sale of a substantial part includes assets of the Company has made or any Restricted Subsidiary the net proceeds of which are required under Section 2.11(c) of the Bank Credit Agreement to prepay (or offer to the holders of Notes described prepay) Term A Loans (as defined in the preceding proviso with respect Bank Credit Agreement) during the Specified Period, then the net proceeds attributable to any Dispositionsuch sale, lease or other disposition shall be used, (1x) first, to prepay (or offer to prepay) Term A Loans (as defined in the Bank Credit Agreement) of the Company or such Restricted Subsidiary, and then, (y) second, to the extent that any such net proceeds still remain or are attributable to such sale, lease or other disposition of the Company or any other Restricted Subsidiary, the Company shall have no further obligations offer to prepay each outstanding Note in a principal amount, which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.10 shall be given to each holder of the Notes by written notice that has rejected or shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment and any offer not so accepted in writing will be deemed to have rejected such offer been rejected. Prepayment of Notes pursuant to this Section 10.10 shall be made in accordance with respect to such holder’s Ratable Portion Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.10, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during (other than in transactions in the period ordinary course of 12 consecutive months ending on business and Excluded Sale and Leaseback Transaction) duringexceeds (A) in any fiscal yearFiscal Year of the date of such DispositionCompany, exceeds 10% of the thesuch aggregate book value of the Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other dispositionFiscal Year, and (B) cumulatively after the Sixth Amendment Effective Date, 25% of such aggregate book value of the Consolidated Total Assets as of the end of the most recent Fiscal Quarter ending prior to the Sixth Amendment Effective Date (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property Disposed of, and if, in the case of each of the foregoing clauses (A) and (B); provided that there shall be excluded from any determination of a “substantial part” ”,: (1i) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition transfer of assets from the Company to a any Wholly---Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly---Owned Restricted Subsidiary Subsidiary; (ii) any issuance or conversion of Convertible Securities and the consummation of any Permitted Convertible Indebtedness Call Transaction; and (3iii) any sale Disposition in respect of property acquired or constructed by any Permitted Convertible Indebtedness Call Transaction due to the unwinding thereof in accordance with its terms and (iv) any Disposition of Collateral listed on Schedule 5.20(a) pursuant to which the Company or any Restricted Subsidiary after has offered to prepay the Execution Date to any Person within 365 days following Notes in accordance with Sections 8.9 and 9.9 hereof with the acquisition or completion of construction net proceeds of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeDisposition.

Sales of Assets. The Except as permitted by Section 9.6, the Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in the ordinary course and upon fair and reasonable terms that, if such transaction is with an Affiliate, are not materially less favorable to the Company or such Restricted Subsidiary, taken as a whole, than would be obtainable in a comparable arms’-length transaction with a Person not an Affiliate, and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) for working capital purposes (with respect to any Receivables Securitization Financing), or to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.57.2. As used in this Section 10.59.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, (iii) sales of accounts receivable pursuant to one or more Permitted Receivables Securitization Financings and (3iv) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall shall, concurrently with such salesale or transfer, lease such property, property as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in that, to the course of making extent any such application the Company shall offer proceeds are used to prepay each the outstanding Note principal amount of the Notes, such prepayment shall be made in accordance with the terms of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.58.2. As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets (including sales of accounts receivable pursuant to Securitization Transactions) shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.. Xxxxxx Xxxxxx, Inc. Note Purchase Agreement

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book STEPAN COMPANY NOTE PURCHASE AGREEMENT value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such any Restricted Subsidiary if the Company or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lesseelessee and (iv) the sale by the Company or any Restricted Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices pursuant to a receivables purchase agreement or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterpart Counterparty”) whereby the Company or such Restricted Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Restricted Subsidiary limited to breach of representation, warranty or covenant by the Company or such Restricted Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.6 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). AZZ incorporated Note Purchase Agreement As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part Substantial Part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part Substantial Part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial partSubstantial Part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount amount, which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.4 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the proposed prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.4 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.5A sale, a Disposition lease or other disposition of assets shall be deemed to be a “substantial partSubstantial Part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the any period of 12 consecutive months ending on the date of such Dispositionmonths, exceeds 10% of the book value of Consolidated Total AssetsAssets (Consolidated Total Assets to be determined as of the end of the fiscal year of the Company immediately preceding such sale, lease or other disposition); provided that there shall be excluded from any determination of a “substantial partSubstantial Part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Neither the Company will notnor any of its Significant Subsidiaries shall consummate any Asset Sale, except: (i) transfers of assets between the Company and will not permit any Restricted wholly-owned Subsidiary to, Dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedor between wholly-owned Subsidiaries of the Company not otherwise prohibited by this Agreement; (ii) sales of inventory in the ordinary course of business; (iii) the disposition in the ordinary course of business of equipment or property that is obsolete, howeverexcess, that or no longer used or useful in the Company’s or any Subsidiary’s business or of any asset in exchange for, or the proceeds of which shall be used to acquire, any replacement asset useful in the business of the Company or any Restricted Subsidiary; (iv) sales, transfers or assignments of Receivables in connection with receivables purchase facilities; provided, that the aggregate amount of Receivables Facility Attributed Indebtedness arising in connection therewith does not exceed amounts permitted under Section 7.3(A)(x); (v) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (vi) sales, transfers, leases and other dispositions of property that are (x) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business, (y) investments of any Person existing at the time such Person becomes a Subsidiary may Dispose of assets constituting a substantial part of the assets of or consolidates or merges with the Company or any Subsidiary (including in connection with an acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger or (z) another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Subsidiary, unless all Equity Interests in such Subsidiary are sold); (vii) leases entered into in the ordinary course of business, and its Restricted Subsidiaries if such assets are sold for Fair Market Value andsale and leaseback transactions, at such time and after giving effect theretoin each case, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only extent that they do not materially interfere with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value sale of such assets Disposed of; and/orand the related Indebtedness under any resulting Capitalized Lease would otherwise be permitted hereunder; (bviii) to prepay sales, transfers, licenses or retire Senior Indebtedness sublicenses of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Company and its Restricted Subsidiaries, ; (2ix) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or dispositions resulting from any Restricted Subsidiary to casualty or other damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company or a Wholly-Owned Restricted Subsidiary any Subsidiary; and (x) sales, assignments, transfers, leases, conveyances or other dispositions of other assets if such transaction (a) is for not less than fair market value (as determined in good faith by the Company’s management or board of directors) and (3b) any sale when combined with all such other transactions pursuant to this Section 7.3(B)(x) (each such transaction being valued at book value) during the then current fiscal year, represents the disposition of property acquired or constructed assets with an aggregate book value not greater than 15% of the aggregate book value of Consolidated Assets as of the end of the immediately preceding fiscal year. If the proceeds resulting from an Asset Sale are used by the Company or any Restricted the applicable Subsidiary after within 180 days of the Execution Date date on which such proceeds arose to any Person within 365 days following the acquisition or completion acquire property useful in such Person’s business, then, only for purposes of construction of determining compliance with this Section 7.3(B)(x), such property by the Company or Asset Sale shall not be included in such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseedetermination.

Sales of Assets. The Company will notSell, transfer or otherwise dispose of, in one or any series of transactions, any of its Property, whether now owned or hereafter acquired, or enter into any agreement to do so; provided, however, the foregoing restriction shall not apply to (a) the sale of hydrocarbons or inventory in the ordinary course of business, provided that no contract for the sale of hydrocarbons shall obligate the relevant Person to deliver hydrocarbons produced from any of its Oil and will not permit Gas Properties at some future date without receiving full payment therefor within 60 days of delivery, (b) the sale or other disposition of Property destroyed, lost, worn out, damaged or having only salvage value or no longer used or useful in the business in which it is used, (c) the sale, transfer or other disposition of Property from either of the Borrowers to the other Borrower or any Restricted Subsidiary toGuarantor or from any Guarantor to either of the Borrowers or any other Guarantor, Dispose (d) so long as no Default or Event of Default exists, sales or other dispositions of Oil and Gas Properties or of Subsidiaries of either of the Borrowers or any of their respective Subsidiaries holding Oil and Gas Properties between redeterminations of the Borrowing Base as provided in Section 2.10 the aggregate loan value of which, as assigned thereto by the Agent in the most recent setting of the Borrowing Base in accordance with the provisions of Section 2.10, equals ten percent (10%) or less of the amount of the then existing Borrowing Base; provided, however, in connection with any such transaction, the then existing Borrowing Base shall be automatically reduced by an amount equal to such loan value of the relevant Mortgaged Properties and further provided, however, that, upon consummation of any substantial part such transaction, if a Deficiency exists, the Borrowers shall proceed to cure such Deficiency in accordance with the provisions of Section 2.11 or (e) so long as defined belowno Default or Event of Default exists, sales or other dispositions of Oil and Gas Properties or Subsidiaries of either of the Borrowers or any of their respective Subsidiaries holding Oil and Gas Properties between redeterminations of the Borrowing Base as provided in Section 2.10 the aggregate loan value of which, as assigned thereto by the Agent in the most recent setting of the Borrowing Base in accordance with the provisions of Section 2.10, exceeds ten percent (10%) of the assets (including Capital Stock of Subsidiaries) amount of the Company then existing Borrowing Base with the consent of the Agent and its Restricted Subsidiariesthe Required Lenders; provided, however, that the Company or Borrowing Base to be in effect immediately upon consummation of any Restricted Subsidiary may Dispose of assets constituting a substantial part such transaction shall be established by the Agent, with the approval of the assets Lenders as required pursuant to the provisions of Section 9.9, prior to consummation of the Company transaction, and its Restricted Subsidiaries if such assets are sold for Fair Market Value andfurther provided, at such time and after giving effect theretohowever, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness upon consummation of any other Restricted Subsidiarysuch transaction, provided that in if a Deficiency exists, the course of making Borrowers shall proceed to cure any such application the Company shall offer to prepay each outstanding Note Deficiency in accordance with the provisions of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee2.11.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note ratably with all such Senior Debt prepaid or retired, and (ii) any such prepayment of the Notes shall be made in accordance with the terms of Section 8.6 in a principal amount which equals 8.2 (but without the Ratable Portion for such Note. Once the Company has made the offer to the holders payment of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to Make-Whole Amount or any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5other premium). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lesseelessee and (iv) the sale by the Company or any Subsidiary of accounts receivable owing to it by account debtors which customarily pay on terms longer than general market practices pursuant to a receivables purchase agreement, negotiable instrument purchase agreement, or other customary documentation (any such agreement a “Receivables Purchase Agreement”) with JPMorgan Chase Bank, National Association or another institution (any such institution a “Receivables Facility Counterparty”) whereby the Company or such Subsidiary promptly receive cash proceeds from such Receivables Facility Counterparty equal to the face value of such receivables or negotiable instruments net of a commercially reasonable and customary discount rate; provided further that (i) any such sale is a true sale with recourse to the Company or such Subsidiary limited to breach of representation, warranty or covenant by the Company or such Subsidiary with respect to the sold receivables; (ii) such Receivables Purchase Agreement is on customary terms for such arrangement; and (iii) no Default or Event of Default exists or would result from the sale of such receivables.

Sales of Assets. The Company will Holdings and Borrower shall not, and will shall not permit any Restricted Subsidiary of their respective Subsidiaries to, Dispose sell, lease, transfer, or otherwise dispose of (whether in one transaction or a series of transactions) any substantial part (as defined below) of the assets (including Capital Stock any shares of Subsidiariesstock in any Subsidiary or other Person and any accounts and notes receivable, with or without recourse) (each a “Transfer”), or enter into any agreement to do any of the Company foregoing, except: (i) Transfers of inventory, or worn-out or surplus equipment, all in the ordinary course of business; (ii) the Transfer 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 reasonably promptly applied to the purchase price of such replacement equipment, or the Transfer of equipment promptly following the purchase of similar replacement equipment; (iii) Transfers of inventory or equipment by Borrower or any Subsidiary of Borrower to Borrower or any wholly-owned Subsidiary of Borrower pursuant to reasonable business requirements and in the ordinary course of business; (iv) the lease or sublease of real property by Borrower or any Subsidiary to other Persons in the ordinary course of business; (v) the Transfer of cash equivalents and other short term money market investments in the ordinary course of business pursuant to Holdings’ or Borrower’s usual and customary cash management policies and procedures; (vi) Transfers permitted under Section 5.1(h); (vii) Transfers to Borrower or any Subsidiary of Borrower of stock of Persons acquired by Holdings (or of Persons established by Holdings to acquire assets of Persons) in a Permitted Transaction; provided that any such Transfer occurs immediately upon the consummation of any such Permitted Transaction; (viii) Transfers by Borrower or any Subsidiary not otherwise permitted hereunder which are made for fair market value, if the aggregate fair market value of all assets so subject to any such Transfers by Borrower and its Restricted Subsidiaries shall not exceed in any fiscal year $1,000,000 for cash or cash-equivalents; and (ix) any Transfers of any assets from Holdings to Borrower or Borrower’s Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used nothing in this Section 10.5, a Disposition of assets 5.1(i) shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” permit (1) any Disposition Transfers of assets accounts or notes receivable, unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of Borrower and such sale is otherwise permitted hereunder or unless involving a Transfer for collection purposes; (2) any Transfer if any Default shall exist or shall result from such Transfer; (3) any Transfers that could reasonably be expected to result in a Material Adverse Change or that would violate the terms of any other Loan Document; or (4) any Transfers (i) to be made by Borrower or any Subsidiary to Holdings, or (ii) involving Financed Products, other than in the ordinary course of business to a wholly-owned Subsidiary that is a Guarantor hereunder and that has granted to Agent a perfected, first priority Lien on such Financed Products under a security agreement in form and substance satisfactory to Lender and has furnished such other opinions, certificates and other documents in connection therewith as Agent shall have reasonably requested; provided further, however, that as a condition to consummating any such Transfer to any Subsidiary of Financed Products, Borrower shall provide 15 Banking Days’ prior written notice to Lenders of the Company proposed Transfer and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeobtain Majority Lenders’ prior written consent thereto.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.6 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.4 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the proposed prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.4 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale, lease, or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition sale, lease or disposition of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale sale, lease or disposition of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company (a) Subject to Section 10.3(b), except as permitted in Section 10.2, the Obligors will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of (including by way of merger, consolidation or amalgamation) any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Obligors and its Restricted Subsidiaries; provided, however, that the Company any Obligor or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Obligors and its Restricted their Subsidiaries if such assets are sold for Fair Market Value in an arms-length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets (which shall not include acquiring any equity interests of any Person) used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company Obligors and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiarytheir Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of Make-Whole Amount. Once Any offer of prepayment of the Notes pursuant to this Section 10.3(a) shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than ten (10) Business Days prior to the holders proposed prepayment date of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any its acceptance of such offer of prepayment. A failure by a holder of Notes that has rejected to notify the Company of its acceptance of an offer of prepayment pursuant to this Section 10.3(a) on or is before the tenth (10th) Business Day preceding the proposed prepayment date shall be deemed to have rejected a rejection of such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5prepayment. As used in this Section 10.510.3(a), a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Obligors and its Restricted their Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Obligors and its Restricted their Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1020% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Obligors and its Restricted Subsidiariestheir Subsidiaries (including sales or dispositions of worthless, damaged or obsolete equipment), (2ii) any Disposition transfer of assets from the Company any Obligor to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company any Obligor or a Wholly-Owned Restricted Subsidiary and another Subsidiary, (3iii) any sale or disposition in connection with Project Bluefin consummated on or prior to March 31, 2016 and (iv) any sale or disposition of property acquired or constructed by the Company any Obligor or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company Obligor or such Restricted Subsidiary if the Company an Obligor or such Restricted Subsidiary shall concurrently with such salesale or other disposition, lease such property, as lessee. (b) At all times from and after the Fourth Amendment Effective Date until the date on which the Leverage Ratio has been less than 3.00 to 1.00 for two consecutive fiscal quarters (as evidenced to the holders and such evidence reasonably satisfactory to the Required Holders), neither the Parent Guarantor nor any of its Subsidiaries shall consummate any Asset Sale, except: (1) sales of inventory in the ordinary course of business; (2) the Disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Parent Guarantor’s or its Subsidiaries’ businesses; (3) (x) Dispositions of assets between Note Parties, or from a Subsidiary of the Parent Guarantor that is not a Note Party to a Note Party; (y) Dispositions of assets from a Subsidiary of the Parent Guarantor that is not a Note Party to a Subsidiary of the Parent Guarantor that is not a Note Party and (z) Dispositions of assets in the ordinary course of business from a Note Party to a Subsidiary of the Parent Guarantor that is not a Note Party and not otherwise prohibited by this Agreement in an aggregate amount not to exceed $50,000,000 in the aggregate from and after the Fourth Amendment Effective Date; (4) the Permitted Sale and Leaseback Transactions; (5) Dispositions in connection with Project Bluefin; (6) other leases, sales or other Dispositions of assets not otherwise permitted by this Section 10.3(b) if such transaction (A) is for consideration consisting at least eighty percent (80%) of cash, (B) is for not less than fair market value (as determined in good faith by the Parent Guarantor’s board of directors), and (iii) involves assets that, together with all other assets of the Parent Guarantor and its Subsidiaries previously leased, sold or disposed of (other than pursuant to clauses (1) through (5) above) as permitted by this Section 10.3(b) (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the assets of the Parent Guarantor and its Subsidiaries and (y) since July 8, 2015 do not exceed fifteen percent (15%) of consolidated tangible assets of the Parent Guarantor and its Subsidiaries, in each case when combined with all such other transactions during such period (each such transaction being valued at book value); and (7) Dispositions in connection with the Capital Services Business Sale, subject to the requirements of Section 9.13.

Sales of Assets. The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary other Loan Party to, Dispose sell, assign, transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedproperty, howeverwhether now owned or hereafter acquired, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andincome or profits therefrom, at such time and after giving effect theretoor enter into any agreement to do so, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationunless: (ai) to acquire productive assets used or useful such sale is in carrying on connection with sales of Inventory in the business ordinary course of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orbusiness; (bii) to prepay (w) such sale, assignment, transfer, lease, conveyance or retire Senior Indebtedness disposition does not involve Inventory or Receivables, (x) the aggregate net book value of assets sold in connection with all such sales by the Company and/or a Subsidiary Guarantor and/or Indebtedness of any Borrower and each other Restricted Subsidiary, provided that Loan Party in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Dispositionprior 12-month period does not exceed $200,000, (1y) such sale, assignment, transfer, lease, conveyance or disposition is made in connection with the anticipated purchase by the Borrower or the applicable Loan Party of replacement assets, and (z) all mandatory prepayments required in connection therewith shall have been made as and when provided in SECTION 2.5(B)(i)(a); (iii) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the aggregate net book value of such assets, when added to together with the net book value of all other assets Disposed sold, assigned, transferred, leased, conveyed or otherwise disposed of by and not replaced in accordance with the Company provisions of CLAUSE (ii) above (other than sales and its Restricted Subsidiaries during the period leases of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets Inventory in the ordinary course of business of business) since the Company Closing Date does not exceed $500,000 and its Restricted Subsidiaries, all mandatory prepayments required in connection therewith shall have been made as and when provided in Section 2.5(B)(i)(a); (2iv) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease assignment, transfer, lease, conveyance or other disposition occurs pursuant to a merger (if such propertymerger is not otherwise prohibited by this Agreement) of one Loan Party into the Borrower or another Loan Party (provided, in connection therewith the applicable parties shall be in full compliance with the terms of the Collateral Agreements); or (v) such sale is in connection with the issuance by the Borrower of any Capital Stock of the Borrower (x) to AMC pursuant to the terms of the Share Purchase Agreement, (y) to employees, directors or Affiliates or (z) in connection with a Permitted Acquisition; PROVIDED in connection therewith no Change in Control shall occur and PROVIDED, FURTHER all mandatory prepayments required in connection therewith shall have been made as lesseeand when provided in SECTION 2.5(B)(i)(a).

Sales of Assets. The Company will Parent shall not, and will shall not permit any Restricted Subsidiary of --------------- its Subsidiaries to, Dispose except in the ordinary course of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedbusiness, howeversell, that the Company transfer, convey or any Restricted Subsidiary may Dispose of assets constituting lease all or a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andassets, at such time and after giving effect theretoor sell or assign with or without recourse any receivables, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept for: (a) any such sale, transfer, conveyance, lease or assignment of or by any Subsidiary of a Subsidiary Borrower to acquire productive assets used such Subsidiary Borrower or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value any wholly-owned Subsidiary of such assets Disposed of; and/orSubsidiary Borrower; (b) any such sale, transfer, conveyance, lease or assignment of or by any Subsidiary Borrower to prepay any of its Subsidiaries; (c) any sale, transfer, conveyance, lease or retire Senior Indebtedness assignment of or by APW- Denmark or any of its Subsidiaries to the Parent or any Subsidiary of the Company and/or Parent; (d) any sale, transfer, conveyance, lease or assignment by any Subsidiary of the Parent (other than APW-NA and its Subsidiaries) to the Parent or any Subsidiary; or (e) so long as no Event of Default or Default exists or would result therefrom, (i) a Subsidiary Guarantor and/or Indebtedness Permitted Receivables Securitization, and (ii) any sale, transfer, conveyance or lease of any other Restricted Subsidiary, asset provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to aggregate book value (disregarding any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds write-downs of such Disposition book value other than ordinary depreciation and amortization) of all assets disposed of (x) by the “Unapplied Proceeds”Parent and its Subsidiaries pursuant to this clause (e)(ii) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds -------------- Fiscal Year does not exceed 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business Tangible Net Assets of the Company Parent and its Restricted Subsidiaries, Subsidiaries (2) any Disposition measured as of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to last day of the Company or a Wholly-Owned Restricted Subsidiary most recently ended Fiscal Year); and (3y) by APW-NA and its Subsidiaries pursuant to this clause (e)(ii) in any sale Fiscal Year does not exceed 14% of property acquired or constructed by Tangible Net Assets of APW-NA and its Subsidiaries (measured as of the Company or any Restricted Subsidiary after last day of the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseemost recently ended Fiscal Year).

Sales of Assets. The Company No Borrower will notsell, lease (other than by entering into Tenancy Leases permitted hereunder), transfer or otherwise 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 (each action described herein, including, without limitation, any Sale and will not permit Leaseback Transaction, being a “Transfer”), any Restricted Subsidiary to, Dispose of any substantial part Asset or Assets (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of direct or indirect Equity Interests in the assets of owner thereof except as otherwise permitted pursuant to Section 5.02(k), in each case other than the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andfollowing Transfers, at such time and after giving effect thereto, which shall be permitted hereunder only so long as no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexist or would result therefrom: (ai) the Transfer of any Collateral Asset or Collateral Assets to acquire productive assets used any Person, in each case with the intention that such Collateral Asset or useful in carrying Collateral Assets, upon consummation of such Transfer shall no longer constitute a Collateral Asset or Collateral Assets, provided that: (A) the Debt Yield (calculated on the business a pro forma basis immediately after giving effect to such Transfer and any repayment of the Company and its Restricted Subsidiaries and having a Fair Market Value Loan made at least equal the time thereof as required by Section 2.06(b)), shall be no less than it was prior to such Transfer, together with supporting information in detail reasonably satisfactory to the Fair Market Value Administrative Agent, and (B) on or prior to the date of such assets Disposed of; and/or Transfer, as the case may be, (bA) the Borrowers shall have delivered to prepay or retire Senior Indebtedness the Administrative Agent a certificate signed by a Responsible Officer of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted SubsidiaryBorrowers, provided stating that before and after giving effect to such Transfer, the Loan Parties shall be in compliance with the course of making such application the Company shall offer to prepay each outstanding Note covenants contained in accordance Section 5.04, together with Section 8.6 supporting information in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer form satisfactory to the holders Administrative Agent showing the computations used in determining compliance with such covenants, and (B) a certificate of Notes described in the preceding proviso Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrowers demonstrating compliance with respect to any Disposition, the foregoing clauses (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and through (2) the Company and confirming that no (x) Default or (y) Event of Default shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending exist on the date of such DispositionTransfer or will result therefrom, exceeds 10% together with supporting information in detail reasonably satisfactory to the Administrative Agent, and (ii) the Transfer of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets obsolete or worn out FF&E in the ordinary course of business of the Company and its Restricted Subsidiaries, 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 Collateral Asset, (iii) the Transfer of any Disposition Collateral located at or used solely in connection with any Asset or Collateral Asset (1) in connection with any Transfer of assets from such Asset or Collateral Asset permitted under this Section 5.02(e) or (2) as is otherwise expressly permitted under the Company Collateral Documents, or (iv) the Transfer of Cash Equivalents. A Transfer within the meaning of this Section 5.02(e) shall be deemed to include (i) an installment sales agreement wherein any Borrower agrees to sell any Asset or any part thereof for a Wholly-Owned Restricted Subsidiary or from price to be paid in installments; and (ii) an agreement by any Restricted Subsidiary to Borrower for the Company leasing of all or a Wholly-Owned Restricted Subsidiary substantial part of any Asset for any purpose other than the actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, any Borrower’s right, title and (3) interest in and to any sale of property acquired or constructed by the Company Tenancy Leases or any Restricted Subsidiary after rents or other amounts payable under any Tenancy Lease. Following a Transfer of one or more Collateral Assets owned or leased by a Borrower in accordance with Section 5.02(e)(i), the Execution Date to Administrative Agent shall, upon the request of any Person within 365 days Borrower and at the Borrowers’ expense, promptly release any Mortgages, security agreements, and UCC financing statements from such transferred Collateral Asset. Further, following a Transfer of one or more Collateral Asset owned by a Borrower in accordance with Section 5.02(e)(i), the acquisition Administrative Agent shall, upon the request of a Borrower and at the Borrowers’ expense, promptly release the Borrower that owned such Collateral Asset or completion Collateral Assets from each of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeapplicable Loan Documents.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andif, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Disposition, in any combinationused: (a1) within one hundred eighty (180) days prior to or after such sale, lease or disposition, to acquire productive assets property, plant and equipment used or useful in carrying on the business of the Company and its Restricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionally committed to acquire such property) and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than five (5) Business Days prior to the holders proposed prepayment date of Notes described its acceptance of such offer of prepayment and any offer not so accepted in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is writing will be deemed to have rejected such offer been rejected. Prepayment of Notes pursuant to this Section 10.6 shall be made in accordance with respect to such holder’s Ratable Portion Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries (other than in transactions in the ordinary course of business and Excluded Sale and Leaseback Transaction) during any fiscal year of the period of 12 consecutive months ending on the date of such DispositionCompany, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) ”, any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeSubsidiary.

Sales of Assets. The Company Obligors will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Obligors and its the Restricted Subsidiaries; provided, however, that the Company any Obligor or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Obligors and its the Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company Obligors and its the Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness Debt of the Company an Obligor and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in that, to the course of making extent any such application the Company shall offer proceeds are used to prepay each the outstanding Note principal amount of the Notes, such prepayment shall be made in accordance with the terms of Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.58.2. As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Obligors and its the Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Obligors and its the Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sale, lease or other disposition of assets in the ordinary course of business of the Company Obligors and its the Restricted Subsidiaries, (2) any Disposition sale, lease or other disposition of assets from the Company any Obligor to a another Obligor or to any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company an Obligor or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company any Obligor or any Restricted Subsidiary after the Execution Closing Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company any Obligor or such any Restricted Subsidiary if the Company an Obligor or such a Restricted Subsidiary shall concurrently with such sale, lease such property, as lessee.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andif, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Disposition, in any combination: (a1) within one hundred eighty (180) days prior to or after such sale, lease or disposition, to acquire productive assets property, plant and equipment used or useful in carrying on the business of the Company and its Restricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionally committed to acquire such property) and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once , provided further, to the extent that a sale of a substantial part includes assets of the Company has made or any Restricted Subsidiary the net proceeds of which are required under Section 2.11(c) of the Bank Credit Agreement to prepay (or offer to the holders of Notes described prepay) Term A Loans (as defined in the preceding proviso with respect Bank Credit Agreement) during the Specified Period, then the net proceeds attributable to any Dispositionsuch sale, lease or other disposition shall be used, (1x) first, to prepay (or offer to prepay) Term A Loans (as defined in the Bank Credit Agreement) of the Company or such Restricted Subsidiary, and then, (y) second, to the extent that any such net proceeds still remain or are attributable to such sale, lease or other disposition of the Company or any other Restricted Subsidiary, the Company shall have no further obligations offer to prepay each outstanding Note in a principal amount, which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.10 shall be given to each holder of the Notes by written notice that has rejected or shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in ​ ​ ​ such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment and any offer not so accepted in writing will be deemed to have rejected such offer been rejected. Prepayment of Notes pursuant to this Section 10.10 shall be made in accordance with respect to such holder’s Ratable Portion Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.10, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries (other than in transactions in the ordinary course of business and Excluded Sale and Leaseback Transaction) during any fiscal year of the period of 12 consecutive months ending on the date of such DispositionCompany, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” ”, (1i) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Subsidiary; (ii) any issuance or conversion of Convertible Securities and the consummation of any Permitted Convertible Indebtedness Call Transaction; and (3iii) any sale Disposition in respect of property acquired or constructed by any Permitted Convertible Indebtedness Call Transaction due to the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently unwinding thereof in accordance with such sale, lease such property, as lesseeits terms.

Sales of Assets. The Company will notSell, and will not permit any Restricted Subsidiary to, Dispose lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Borrower and its Restricted Subsidiaries; provided, however, that the Company Borrower or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Borrower and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net Net Proceeds, including proceeds from any Asset Securitization, received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) sale, lease or other disposition shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company Borrower and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/oror (b) to prepay or retire Senior Indebtedness commercial paper of the Company Borrower and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer its Subsidiaries or to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Outstanding Amounts. As used in this Section 10.57.05, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Borrower and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Borrower and its Restricted Subsidiaries during the any period of 12 24 consecutive months ending on the date of such Dispositionmonths, exceeds 1020% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Borrower and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company Borrower to a Whollywholly-Owned Restricted owned Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary Borrower, (iii) any Excluded Sale Leaseback Transaction and (3iv) any sale or other disposition of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeproperties listed on Schedule 7.05 hereto.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andif, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive operating assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed ofsold, leased or otherwise disposed of (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below); and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once , and (ii) any such prepayment of the Company has Notes shall be made at par, together with accrued interest thereon to, but not including, the offer to the holders date of Notes described in the preceding proviso such prepayment, plus any Net Loss with respect to any DispositionSwapped Note and, subject to Section 8.11, less any Net Gain with respect to any Swapped Note, but without the payment of the Make-Whole Amount, if any. Any offer of prepayment of the Notes pursuant to this Section 10.4 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and Section 8.4 of this Agreement, that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (1ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. The Company shall have no further obligations to any prepay on the prepayment date the Ratable Portion of Notes held by each holder of Notes that has rejected or is deemed to have rejected accepted such offer offer, together with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5accrued interest thereon. As used in this Section 10.510.4, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period beginning on the first day of 12 consecutive months ending on the 12th complete calendar month preceding the date of such Dispositionsale, lease or other disposition and ending on such date, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee, (iv) any sale or disposition of obsolete, worn-out, uneconomical or surplus assets and (v) foreclosures on, or condemnations of, assets.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part Substantial Part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part Substantial Part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arm’s length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to an amount not in excess of the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to not less than that portion of such assets that exceeds the definition of “substantial part” set forth belowSubstantial Part) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be given to each holder of the Notes by written notice that shall be delivered not less than twenty (20) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section 10.3 and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company has made the offer in writing delivered not less than five (5) Business Days prior to the holders proposed prepayment date of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any its acceptance of such offer of prepayment. A failure by a holder of Notes that has rejected to respond to an offer to prepay made pursuant to this Section 10.3, or is to accept an offer as to all of the Notes held by such holder, in each case on or before the 5th Business Day preceding the proposed prepayment date, shall be deemed to have rejected constitute a rejection of such offer with respect to by such holder’s Ratable Portion . Prepayment of Notes pursuant to this Section 10.3 shall be made in accordance with Section 8.2 (but without payment of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.3, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial partSubstantial Part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial partSubstantial Part” (1i) any Disposition sale or other disposition of obsolete or worn out property, (ii) any sale, lease or disposition of assets (including inventory and investments) in the ordinary course of business of the Company and its Restricted Subsidiaries, (2iii) any Disposition transfer of assets from the Company to a any Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and Subsidiary, or (3iv) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. Except as otherwise provided in this section, Borrower will not sell or dispose of any of its assets material to the operation of its business, unless the prior written consent of the Bank has been obtained. The Company Bank shall provide such consent if the Borrower (i) certifies to the Bank that such assets have become inadequate, worn out, unprofitable or unnecessary for the Borrower’s operations, or certifies to the Bank that such assets shall be alienated, transferred, assigned, sold or otherwise disposed of at not less than one hundred percent of the greater of the full book value or fair market value thereof; and (ii) certifies to the Bank that such alienation, assignment, transfer, sale or disposal will not, not materially impair the ability of the Borrower to operate its normal programs and services and will not permit any Restricted Subsidiary to, Dispose of any substantial part (as defined below) impair the ability of the assets (including Capital Stock of Subsidiaries) Borrower to make full and timely payments when due under this Agreement. Borrower may sell or dispose of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such following assets, when added to without the book value of all other Bank’s consent: (A) obsolete assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets no longer useful in the ordinary course of business its business; (B) assets which constitute personalty, and are not any of (i) fixed assets or fixtures or (ii) realty; (C) real property sold or donated to public entities for conservation purposes, provided the Borrower’s operations are not materially impaired by any such sale or donation; (D) assets acquired after the date of this Agreement by a purchase money mortgage or purchase money security interest; and (E) assets transferred in the Borrower’s merger with an Affiliate or a regulated water utility, as long as the surviving entity shall have all of Borrower’s obligations under the Related Documents. Also, only while the First Mortgage Indenture is in effect, the Borrower may sell or dispose of the assets permitted to be transferred under Article 10 of the First Mortgage Indenture, without the Bank’s consent, as long as all restrictions and conditions in the First Mortgage Indenture shall apply to such transfer and if Borrower is selling or exchanging any assets pursuant to Section 10.4 of the First Mortgage Indenture, then in addition to meeting all of the conditions in the First Mortgage Indenture, Borrower shall also provide to the Bank: (i) A resolution authorizing such sale or exchange; (ii) A certificate signed and sworn to by the President or a Vice President of the Borrower and by an engineer who, if the cost of the properties (when first devoted to the public service) for the sale or exchange of which request is made exceeds $25,000, shall be an independent engineer. (A) describing the property to be sold or exchanged and stating that in the opinion of the signers the sale or exchange will be of benefit to the Company and will not affect the payment of the Bonds; (B) stating that the Borrower has sold or exchanged, or contracted to sell or exchange, the property for consideration representing in the opinion of the signers its Restricted Subsidiariesfull value to the Borrower; (C) stating the amount and nature of such consideration and that it consists, or will consist, solely of one or more of the following: cash, property additions and properties which upon such exchange will constitute property additions; (2D) any Disposition stating either that the property to be sold or exchanged does not constitute or include all or substantially all of assets the fixed property of the Borrower, or, if it does constitute or include all or substantially all of such fixed property, stating that from the Company cash consideration received or to be received therefrom, as increased by any other moneys in the hands of the Trustee available for the redemption of Outstanding Bonds, there will be moneys sufficient in amount to pay all of the expenses and charges due the Bank, the Trustee, the Paying Agent and to redeem all Outstanding Bonds; (E) if any property additions or properties which on acquisition will become property additions are included in such certificate, briefly describing them, and stating that the signers have examined and inspected the same and that their construction or acquisition is desirable from the standpoint of the Borrower and the Bondholders, and if from the opinion of counsel responsive to (v) of this Section it appears that the same are subject to any encumbrances, that such encumbrances do not impair the use of the property to which they pertain for the purposes for which such property is held or to be held by the Borrower; (iii) A certificate signed and verified by the President or a Wholly-Owned Restricted Subsidiary Vice President and the Treasurer or from any Restricted Subsidiary an Assistant Treasurer of the Borrower, dated as of the date upon which the resolution referred to in (i) above was adopted, stating that the Borrower is not in default hereunder and stating the original cost of the property to be sold or exchanged; (iv) All moneys stated in the certificate responsive to (ii) of this Section to be or to have been received in consideration for the property, or to the Company extent that such moneys constitute the consideration for property subject to an underlying mortgage, which, by its terms, are required to be paid to or deposited with its mortgagee or trustee, a Wholly-Owned Restricted Subsidiary receipt by such mortgagee or trustee for such moneys, the Borrower covenanting, agreeing and directing that upon the satisfaction or release of such underlying mortgage any such money remaining in the possession or control of such mortgagee or trustee, to which the Borrower may be entitled, after Borrower has complied with the provisions of the First Mortgage Indenture, shall forthwith be deposited with the Trustee and Borrower shall direct Trustee to make a redemption in the amount deposited with the Trustee on the next available redemption date; (3v) An opinion of counsel stating: (A) that all of the property received in exchange will, upon such acquisition, be subject to no liens, except Permitted Encumbrances; (B) if any part of the consideration for the property has been or is to be paid to or deposited with the mortgagee or trustee of an underlying mortgage, that such consideration is required by such underlying mortgage to be paid to or deposited with such mortgagee or trustee; (vi) Either (A) a certificate constituting evidence of the authorization, approval or consent of any governmental body at the time having jurisdiction in the premises to the sale or exchange of property acquired or constructed by the Company or any Restricted Subsidiary after property, the Execution Date consideration to any Person within 365 days following be received therefor and the acquisition or completion of construction any property constituting any part of such property by consideration, together with an opinion of counsel that the Company same constitutes sufficient evidence thereof and that the authorization, approval or such Restricted Subsidiary if the Company consent of no other governmental body is required; or such Restricted Subsidiary shall concurrently with such sale(B) an opinion of counsel that no authorization, lease such property, as lesseeapproval or consent of any governmental body is required.

Sales of Assets. The Company will notNo Borrower and none of Borrowers’ Subsidiaries shall sell, and will not permit any Restricted Subsidiary toassign, Dispose transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedproperty, howeverwhether now owned or hereafter acquired, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationexcept: (ai) to acquire productive assets used or useful sales of Inventory and discounts of accounts receivable, in carrying on each case in the business ordinary course of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orbusiness; (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1ii) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets disposition in the ordinary course of business of equipment that is obsolete, excess or no longer useful in any Borrower’s or the Company Subsidiary’s business; (iii) the sale or other disposition of assets by any consolidated Subsidiary of any Borrower to another consolidated Subsidiary of such Borrower or by any consolidated Subsidiary of a Borrower to any other Borrower or by any Borrower to any other Borrower; (iv) Sale and Leaseback Transactions as permitted by Section 7.3(J); (v) Leases, sales or other dispositions of its property (exclusive of Sale and Leaseback Transactions) that, together with all other property of Parent and its Restricted Subsidiaries previously leased, sold or disposed of (other than Inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of Parent and its Subsidiaries; and (vi) Leases, sales or other dispositions of its property (2exclusive of Sale and Leaseback Transactions) any Disposition of assets from that exceed the Company to limitation set forth in Section 7.3(B)(v) above; provided, that (i) there then exists no Default or Unmatured Default and Parent provides the Agent a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary satisfactory pro forma Compliance Certificate showing compliance with all financial covenants, and (3ii) any sale of property acquired or constructed the aggregate Revolving Loan Commitments are reduced by the Company or any Restricted Subsidiary after excess of the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently Net Cash Proceeds received in connection with such sale, lease such property, as lesseedisposition over the limitation in Section 7.3(B)(v).

Sales of Assets. The Company will notExcept as listed on Schedule 8.5 (subject to the provisions set forth below) or on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied) or the Silverthorne/Lebanon Transaction, and will not permit any Restricted Subsidiary tono Borrower Group Member shall sell, Dispose transfer, convey or otherwise dispose of any substantial part (as defined below) of the assets or properties (including Capital Stock any interest in the Expanded Properties or equity interests, direct or indirect, in the Expanded Property Owners) without the prior written consent of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, Lender. So long as no Default or Event of Default shall have occurred and be continuing and an amount equal continuing, Lender shall upon prior written notice from Borrower grant a consent to the net proceeds received from sale of any asset listed on Schedule 8.5 at the time such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: sale closes so long as (a) the Asset Disposition Net Proceeds, the calculation of which shall be subject to acquire productive assets used or useful Lender's reasonable approval, are in carrying on the business excess of the Company minimum amount set forth for such asset on Schedule 8.5, and its Restricted Subsidiaries are applied to repay the Note and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or Additional Fee as set forth in Section 2.7(b)(i), (b) to prepay the sale contract and other sale documents do not create any material liabilities, direct or retire Senior Indebtedness indirect, on the part of any Borrower Group Member, other than on the part of the Company and/or a Subsidiary Guarantor and/or Indebtedness selling entity, and then only to the extent the Borrower demonstrates to the Lender's reasonable satisfaction that such liabilities shall be capable of satisfaction without giving rise to any need for funding from any other Borrower Group Members, and (c) in the case of the proposed sale of any outlot or other Restricted Subsidiarysale of less than an entire parcel of property, provided that Borrower demonstrates to Lender's reasonable satisfaction that all appropriate easement and other rights are retained by the remaining parcel over the asset to be conveyed, that no Leases or contracts binding upon any Borrower Group Members at the remaining parcel require any control of the conduct of business or other occurrences upon the parcel being conveyed, that all necessary subdivision and zoning approvals for the separate conveyance, ownership and operation of the parcels have been obtained and that the remaining parcel shall continue as a conforming use and structure in compliance with all Legal Requirements, and that such conveyance shall not render the remaining parcel a legal non-conforming use or structure or result in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds continuing compliance of such Disposition (remaining parcel with Legal Requirements being dependent upon the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in existence or development of any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all parking or other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company improvements or any Restricted Subsidiary after landscaping, open space, wetlands or other conditions upon the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such property, as lesseeparcel being conveyed.

Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary Guarantor to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock capital stock or similar equity interests of Subsidiaries) of the Company and its Restricted Subsidiariesthe Subsidiary Guarantors; provided, however, that the Company or any Restricted Subsidiary Guarantor may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries the Subsidiary Guarantors if such assets are sold for Fair Market Value fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value fair market value at least equal to the Fair Market Value fair market value of such assets Disposed sold, leased or otherwise disposed of; and/or (b) to prepay or retire Senior Indebtedness senior Interest-bearing Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted SubsidiaryGuarantor, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 8.8 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the If any holder of a Note fails to accept such offer to the holders of Notes described in the preceding proviso with respect to any Dispositionprepayment, (1) then the Company shall have no further obligations prepay or pay or cause to any holder prepay or pay additional senior Interest-bearing Debt of Notes that has rejected the Company or is deemed a Subsidiary Guarantor in an amount equal to have rejected such offer with respect to such holder’s the Ratable Portion of the proceeds of for such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5Note. As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries the Subsidiary Guarantors if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries the Subsidiary Guarantors during the period of 12 365 consecutive months days ending on the date of such Dispositionsale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year of the Company immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition sales, subleases, leases and licensing of assets in the ordinary course of business of the Company and its Restricted Subsidiariesor any Subsidiary Guarantor, (2) any Disposition of assets from the Company to sales or other dispositions by a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary Guarantor to the Company or a Wholly-Owned Restricted another Subsidiary and Guarantor, (3) any sale of property acquired or constructed Permitted Securitization Transactions, (4) Permitted Sales and Leasebacks, (5) sales by the Company or any Restricted Subsidiary after Guarantor of used, obsolete, worn out or surplus property or property no longer used or useful in the Execution Date to any Person within 365 days following conduct of its business, (6) sales of cash and cash equivalents for cash and cash equivalents, (7) synthetic leases described in subsection (h) of the acquisition or completion definition of construction Interest-bearing Debt and subsection (d) of such the definition of Interest Expense, (8) abandonment of non-material intellectual property by assets in the ordinary course of business of the Company or such Restricted any Subsidiary if Guarantor, (9) surrender, release or waiver of contract rights in the ordinary course of business of the Company or such Restricted any Subsidiary shall concurrently Guarantor, (10) charitable donations in the ordinary course of business and consistent with such salepast practices of the Company or any Subsidiary Guarantor and (11) sales to or other dispositions of Investments or assets into joint ventures to the extent required by, lease such propertyor made pursuant to buy/sell arrangements between the joint venture parties set forth in, as lesseejoint venture arrangements and similar binding arrangements in effect on June 30, 2016 and described in Section 5.19 or on Schedule 5.19, or pursuant to an Investment permitted by Section 10.10.

Sales of Assets. The Except as permitted in Section 10.6, the Company will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness Debt of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiaryits Subsidiaries, provided that in the course of making such application (i) the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of Old Dominion Freight Line, Inc. Note Purchase Agreement the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.5 shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.5 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.5, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1020% of the book value of Consolidated Total Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company to a Wholly-Owned Restricted any Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3iii) any sale or transfer of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 270 days following the acquisition or completion of construction of such property by the Company or such Restricted any Subsidiary if the Company or such Restricted a Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.

Sales of Assets. The Company will notNeither Borrower nor any member of the Borrower Corporate Group shall sell, and will not permit any Restricted Subsidiary toassign, Dispose transfer, lease, convey or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company and its Restricted Subsidiaries; providedproperty, howeverwhether now owned or hereafter acquired, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value andincome or profits therefrom, at such time and after giving effect theretoor enter into any agreement to do so, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combinationunless: (ai) to acquire productive such sale is in connection with sales of Inventory in the ordinary course of business; (ii) (w) such sale, assignment, transfer, lease, conveyance or disposition does not involve Inventory or Receivables, (x) the aggregate net book value of assets used or useful sold in carrying on connection with all such sales by the business Borrower and each other member of the Company Borrower Corporate Group in the prior 12-month period does not exceed $500,000, (y) such sale, assignment, transfer, lease, conveyance or disposition is made in connection with the anticipated purchase by the Borrower or the applicable Specified Subsidiary of replacement assets, and its Restricted Subsidiaries (z) all mandatory prepayments required in connection therewith shall have been made as and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/orwhen provided in SECTION 2.5(B)(i)(a)(3); (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1iii) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to such holder’s Ratable Portion of the proceeds of such Disposition (the “Unapplied Proceeds”) and (2) the Company shall be permitted to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the aggregate net book value of such assets, when added to together with the net book value of all other assets Disposed sold, assigned, transferred, leased, conveyed or otherwise disposed of by and not replaced in accordance with the Company provisions of CLAUSE (ii) above (other than sales and its Restricted Subsidiaries during the period leases of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets Inventory in the ordinary course of business of business) since the Company Closing Date does not exceed $1,000,000 and its Restricted Subsidiaries, all mandatory prepayments required in connection therewith shall have been made as and when provided in SECTION 2.5(B)(i)(a); (2iv) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease assignment, transfer, lease, conveyance or other disposition occurs pursuant to a merger (if such propertymerger is not otherwise prohibited by this Agreement) of one Specified Subsidiary into Borrower or another Specified Subsidiary (provided, in connection therewith the applicable parties shall be in full compliance with the terms of the Security Agreement); (v) such sale is in connection with the issuance by the Borrower or any Specified Subsidiary of any Capital Stock (y) to employees, directors, investors or Affiliates and (z) in connection with a Permitted Acquisition; PROVIDED in connection therewith no Change in Control shall occur and PROVIDED, FURTHER all mandatory prepayments required in connection therewith shall have been made as lesseeand when provided in SECTION 2.5(B)(i)(a).

Sales of Assets. The Company will notUpon receipt of the proceeds of the sale or other disposition of any real property, Equipment or Inventory exceeding $100,000 per item, or if any real property, Inventory or Equipment is damaged, destroyed or taken by condemnation in whole or in part, the proceeds thereof (net of the reasonable costs and fees incurred in a sale or other disposition) shall be paid by such Credit Parties to Agent, for the benefit of Agent and Lenders, as a mandatory prepayment of the Term A Loans, such payment to be applied against the remaining installments of principal in the inverse order of their maturities until such Term A Loans, are repaid in full, and will then against the other Liabilities, as determined by Agent, in its sole discretion; provided that, notwithstanding the foregoing, the proceeds of the Abbeville Sale, as defined in the Second Amendment, net of the reasonable costs and fees incurred in the sale, shall be paid to the Agent, for the benefit of the Lenders, to be applied as a mandatory prepayment of the Revolving Loans. Notwithstanding the foregoing, with respect to all proceeds from sales or other dispositions of Equipment that do not permit exceed $500,000 in the aggregate in any Restricted Subsidiary toFiscal Year, Dispose Credit Parties shall deliver such proceeds to Agent and concurrently therewith deliver to Agent written notice and evidence detailing the nature of any substantial part such proceeds, and upon receipt of such proceeds, Agent shall first apply such proceeds against the outstanding Revolving Loans until paid in full and then to the Swing Loans until paid in full and thereafter, if Borrowers do not replace such Equipment with similar Equipment having equal or greater market value (as defined belowdetermined by Agent) than the Equipment sold or otherwise disposed of within thirty (30) days of such sale or disposition (or in the assets case of an involuntary disposition pursuant to which any insurance proceeds have been paid, forty-five (including Capital Stock 45) days after the receipt of Subsidiariessuch proceeds) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may Dispose of assets constituting a substantial part of the assets of the Company and its Restricted Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or an Event of Default occurs before the expiration of that period, Agent shall have occurred and be continuing and make a Revolving Loan on Borrowers’ behalf in an amount equal to the net proceeds received from such Disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days of such Disposition, in any combination: (a) to acquire productive assets used or useful in carrying on the business of the Company and its Restricted Subsidiaries and having a Fair Market Value at least equal to the Fair Market Value of such assets Disposed of; and/or (b) to prepay or retire Senior Indebtedness of the Company and/or a Subsidiary Guarantor and/or Indebtedness of any other Restricted Subsidiary, provided that in the course of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note. Once the Company has made the offer to the holders of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes proceeds that has rejected not been re-borrowed pursuant to one or is deemed more Revolving Loans to have rejected replace such offer with respect to such holder’s Ratable Portion of Equipment and shall apply the proceeds of such Disposition Revolving Loan against the Term A Loan in accordance with the preceding sentence; provided that, notwithstanding anything to the contrary in this paragraph (the “Unapplied Proceeds”) and (2) the Company A), no Credit Party shall be permitted obligated to retain and use the Unapplied Proceeds from such Disposition in any manner, free of the requirements of make a mandatory prepayment pursuant to this Section 10.5. As used in this Section 10.5, a Disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added paragraph to the book extent that a Credit Party uses the proceeds of any sale, other disposition, condemnation or casualty event to acquire similar Equipment having equal or greater market value within thirty (30) days of all other assets Disposed of by the Company and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Disposition, exceeds 10% of the book value of Consolidated Total Assets; provided that there shall be excluded from any determination of a “substantial part” (1) any Disposition of assets in the ordinary course of business of the Company and its Restricted Subsidiaries, (2) any Disposition of assets from the Company to a Wholly-Owned Restricted Subsidiary or from any Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary and (3) any sale of property acquired or constructed by the Company or any Restricted Subsidiary after the Execution Date to any Person within 365 days following the acquisition or completion of construction of such property by the Company or such Restricted Subsidiary if the Company or such Restricted Subsidiary shall concurrently with such sale, lease such propertyother disposition, as lesseecondemnation or casualty event. (For the purposes of clarifying the foregoing, after the first $500,000 of proceeds from sales or other dispositions of Equipment by the Credit Parties in the aggregate in any Fiscal Year, no mandatory prepayment shall be required under this paragraph (A) if the proceeds of the item sold, otherwise disposed of, damaged in casualty event or taken by condemnation are $100,000 or less.)

Sales of Assets. The Other than in connection with a conveyance, transfer or lease of all or substantially all of the assets of Vectren or the Company made in compliance with the provisions of Section 10.2, Vectren will not, and will not permit any Restricted Subsidiary to, Dispose sell, lease or otherwise dispose of any substantial part (as defined below) of the assets (including Capital Stock of Subsidiaries) of the Company Vectren and its Restricted Subsidiaries; provided, however, that the Company Vectren or any Restricted Subsidiary may Dispose sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company Vectren and its Restricted Subsidiaries if such assets are sold for Fair Market Value in an arms length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, and an amount equal to the net proceeds Net Proceeds received from such Disposition sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall be used within 365 days 18 months of such Dispositionsale, lease or disposition, in any combination: (a1) to acquire productive assets used or useful in carrying on the business of the Company Vectren and its Restricted Subsidiaries and having a Fair Market Value value at least equal to the Fair Market Value value of such assets Disposed sold, leased or otherwise disposed of; and/or (b2) to prepay or retire Senior Indebtedness of the Company Vectren and/or a Subsidiary Guarantor and/or Indebtedness of any other its Restricted SubsidiarySubsidiaries, provided that in the course of making such application the Company (i) Vectren shall offer to prepay each outstanding Note in accordance with Section 8.6 in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of the Notes shall be made at 100% of the principal amount thereof, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Once Any offer of prepayment of the Company has made Notes pursuant to this Section 10.6 shall be given to each holder of the Notes by written notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the holders proposed prepayment and (iii) a calculation of Notes described in the preceding proviso with respect to any Disposition, (1) the Company shall have no further obligations to any holder of Notes that has rejected or is deemed to have rejected such offer with respect to Ratable Portion for such holder’s Ratable Portion Notes. Each holder of the proceeds Notes which desires to have its Notes prepaid shall notify Vectren in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such Disposition (the “Unapplied Proceeds”) and (2) the Company offer of prepayment. Prepayment of Notes pursuant to this Section 10.6 shall be permitted to retain and use the Unapplied Proceeds from such Disposition made in any manner, free accordance with Section 8.2 (but without payment of the requirements of this Section 10.5Make-Whole Amount). As used in this Section 10.510.6, a Disposition sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company Vectren and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets Disposed sold, leased or otherwise disposed of by the Company Vectren and its Restricted Subsidiaries during the period of 12 consecutive months ending on the date of such Dispositionsale, lease or other disposition, exceeds 1015% of the book value of Consolidated Total Assetsconsolidated total assets of Vectren and its Restricted Subsidiaries, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (1i) any Disposition sale or disposition of assets in the ordinary course of business of the Company Vectren and its Restricted Subsidiaries, (2ii) any Disposition transfer of assets from the Company Vectren to a Wholly-Owned any Restricted Subsidiary or from any Restricted Subsidiary to the Company Vectren or a Wholly-Owned Restricted Subsidiary Subsidiary, and (3iii) any sale or transfer of property acquired or constructed by the Company Vectren or any Restricted Subsidiary after the Execution Date date of this Agreement to any Person within 365 days following the acquisition or completion of construction of such property by the Company Vectren or such any Restricted Subsidiary if the Company Vectren or such a Restricted Subsidiary shall concurrently with such salesale or transfer, lease such property, as lessee.