Common use of Disposal of Assets or Subsidiary Stock Clause in Contracts

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged equipment not used in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 recomputed for the most recently ended quarter for which information is available; (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will -------------------------------------- not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; (bii) fair market value sales or other dispositions of real property and other assets not constituting CollateralCash Equivalents; (ciii) any condemnation dispositions among Borrower, LA Unwired and Unwired Telecom or taking of such assets by eminent domain proceedingsTexas Unwired to Borrower, LA Unwired or Unwired Telecom; (div) transfers dispositions by LA Unwired of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate Licenses not covering the Permitted AmalgamationService Areas; and (ev) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets sold in any one transaction or series of related transactions does not exceed $250,000; (b) the aggregate market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in any Fiscal Year the immediately preceding 12-month period does not exceed $1,000,000 in the Dollar Equivalent of $20,000,000aggregate for Borrower and its Restricted Subsidiaries; (iic) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiid) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (ve) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofRestricted Subsidiaries as set forth in Section 4, if applicablebut excluding the Unrestricted Subsidiary, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is availableavailable and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (vif) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings sale or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactiondisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory and equipment in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, obsolete or worn out or damaged equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $7,500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5085% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(c1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is available; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases, licenses, subleases and (vii) (1) dispositions sublicenses in the ordinary course of assets as a result business and provided such lease, license, sublease or sublicense does not materially interfere with the conduct of the consolidation business of businesses of Holdings such Credit Party or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontarioother Credit Party; (2e) dispositions liquidations of assets as a result Cash Equivalents in the ordinary course of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvaniabusiness and consistent with past practices; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers sales or discounts, in each case without recourse and in the ordinary course of shares business, of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party Accounts arising in order to effectuate the Exopack Canada Consolidation; (g) transfers ordinary course of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, business (i) transfers which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the Luxco Formation Transaction compromise or collection thereof consistent with customary industry practice (and (j) transfers in connection with the Luxco Investment Transactionnot as part of any bulk sale or financing of receivables).

Disposal of Assets or Subsidiary Stock. The Credit Loan Parties shall will not, and will not and shall not cause or permit their respective Subsidiaries to to, directly or indirectly indirectly, convey, sellsell (including, leasepursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquireacquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of related transactions, any of its their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (aA) bona fide sales or leases of inventory to customers in the ordinary course of business and business, dispositions of obsoletesurplus, worn out or damaged equipment not used obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (bD) sales or other dispositions of real property and other assets not constituting Collateralto the extent required by law; (cE) any condemnation Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or taking the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such assets by eminent domain proceedingsPermitted Acquisition and Investment or the Verizon Acquisition, as applicable; (dF) transfers asset swaps of shares domestic wireless assets within 18 months of the Initial Funding Date in Exopack Canadaan aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, TPG Canada and/or Performance Films Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamationsuch asset swap; (eG) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of such assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrower does not exceed $7,500,000 in the Dollar Equivalent of $20,000,000aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 50% of the sole consideration received is cashcash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition Disposition, Borrower, on a combined and the repayment of Indebtedness consolidated basis with the proceeds thereofits Subsidiaries as set forth in Section 4, if applicable, Borrowers are is in compliance on a pro Pro forma basis Basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is available; and (viv) no Default or Event of Default has occurred and is continuing then exists or would shall result from such the Asset Disposition and Disposition; (viiH) (1) dispositions of assets as a result the issuance of the consolidation RTPark Preferred Stock and the issuance of businesses up to 10% of Holdings the common stock of AWCC issued to the officers or any employees of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings AWCC or any of its Subsidiaries located in Hebron(to the extent such issuances of AWCC common stock are subject to drag along, Kentucky; (3) dispositions rights of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazeltonfirst refusal, Pennsylvaniarestrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (4I) contemporaneous exchanges with third parties the issuance or other disposition by a Subsidiary of assets in any fiscal year for assets of reasonably comparable fair market value its own capital stock or other equity interests (net of commissions, relocation costs and other associated expenses); (fx) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction any Permitted Acquisition and Investment or (jy) transfers in connection with the Luxco Investment Transactionso long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not, and will not and shall not cause or permit their any of its Subsidiaries to to, directly or indirectly indirectly, convey, sellsell (including, leasewithout limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(G) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales or leases of inventory to customers in the ordinary course of business and business, dispositions of obsoletesurplus, worn out or damaged equipment not used obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any of Borrower or its Subsidiaries to Borrower or any of its wholly owned Subsidiaries; (ii) fair market value sales of Cash Equivalents; (iii) leasing or subleasing of its property in the ordinary course of business; (iv) the sale of all or substantially all of the assets of Comnet Illinois, LLC and MoCelCo, LLC to AT&T Mobility, LLC on terms (a) substantially the same as those set forth in the term sheet, dated as of May 1, 2007, between Comnet Wireless, LLC and AT&T Mobility, LLC, or (b) sales or reasonably satisfactory to the Administrative Agent; and (v) all other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of such assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrower does not exceed $5,000,000 in the Dollar Equivalent of $20,000,000aggregate for Borrower and its Subsidiaries; (iib) the consideration received by Borrower or such Subsidiary is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cashcash or other equipment of comparable value to that disposed of and that is to be used in the business of Borrower or such Subsidiary; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the Asset Disposition Disposition, Borrower, on a combined and the repayment of Indebtedness consolidated basis with the proceeds thereofits Subsidiaries as set forth in Section 4, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is available; and (vie) no Default or Event of Default has occurred and is continuing then exists or would shall result from such the Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionDisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, obsolete or worn out or damaged equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $7,500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5085% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(c1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is available; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases (as lessee), licenses (as licensee), subleases (as sublessee) and sublicenses (viias sublicensee) (1) dispositions in the ordinary course of assets as a result business and licenses of Intellectual Property by any Credit Party to any Foreign Subsidiary provided such license does not materially interfere with the conduct of the consolidation business of businesses of Holdings such Credit Party or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontarioother Credit Party; (2e) dispositions liquidations of assets as a result Cash Equivalents in the ordinary course of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; business and (4) contemporaneous exchanges consistent with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses)past practices; (f) transfers sales or discounts, in each case without recourse and in the ordinary course of shares business, of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party Accounts arising in order to effectuate the Exopack Canada Consolidation; (g) transfers ordinary course of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, business (i) transfers which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the Luxco Formation Transaction compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables) and (jg) transfers the Asset Disposition described in connection with clause (ii) of the Luxco Investment Transactiondefinition of Permitted Foreign Subsidiary Restructuring.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) dispositions of cash and Cash Equivalents in the ordinary course of business and as otherwise permitted hereunder, (b) sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged surplus equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; , (c) any condemnation or taking transfers between and among Borrower and its Subsidiaries in the ordinary course of such assets by eminent domain proceedings; business, (d) transfers of shares in Exopack Canadabetween Foreign Subsidiaries, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; and (e) Asset Dispositions by Borrowers Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $3,000,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,0006,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5070% of the total consideration received is cashin the form of cash or Cash Equivalents; (iv) the Net Proceeds of such Asset Disposition are applied as, if as a repayment and reduction of any outstanding Revolving Loans to the extent required by Section 1.6(c1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is availableavailable and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition Disposition. To the extent the Requisite Lenders waive pursuant to Section 9.2 the provisions of this Section 3.7 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 3.7, such Collateral shall be sold free and (vii) (1) dispositions of assets as a result clear of the consolidation of businesses of Holdings or Liens created by the Loan Documents, and the Agent shall be authorized to take any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party actions deemed appropriate in order to effectuate effect the Exopack Canada Consolidation; (g) transfers foregoing and shall, at the request and the sole expense of Borrower take any such actions reasonably appropriate to effect the assets of TPG Canada foregoing including, without limitation, filing UCC financing statements or amendments, and executing release instruments to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactionterminate any Liens on such assets.

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, obsolete or worn out or damaged equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $7,500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5085% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(c1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is available; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, OntarioDisposition; (2c) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, KentuckyInvestments made to the extent permitted by Section 3.3; (3d) dispositions leases (as lessee), licenses (as licensee), subleases (as sublessee) and sublicenses (as sublicensee) in the ordinary course of assets as a result business; (e) liquidations of Cash Equivalents in the closing ordinary course of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvaniabusiness and consistent with past practices; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers sales or discounts, in each case without recourse and in the ordinary course of shares business, of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party Accounts arising in order to effectuate the Exopack Canada Consolidation; (g) transfers ordinary course of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, business (i) transfers which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the Luxco Formation Transaction compromise or collection thereof consistent with customary industry practice (and (j) transfers in connection with the Luxco Investment Transactionnot as part of any bulk sale or financing of receivables).

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not, and will not and shall not cause or permit their any of its Subsidiaries to to, directly or indirectly indirectly, convey, sellsell (including, leasewithout limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquiredthe capital stock of or other equity interests in any of its Subsidiaries, except for (ai) the Wireless Sale, (ii) bona fide sales or leases of inventory to customers in the ordinary course of business and business, dispositions of obsolete, worn out or damaged equipment not used or useful in the business or otherwise obsolete and any sale, conveyance, lease, sublease, transfer or other disposition of assets of any of Borrower or its Subsidiaries to Borrower or any wholly owned Subsidiary; (iii) fair market value sales of Cash Equivalents or other Investments permitted by Subsection 3.3; (iv) leasing or subleasing of its property in the ordinary course of business; (bv) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate book value of such assets sold in any one transaction or series of related transactions (excluding the Directories Sales) for any 12-month period does not exceed 20% of Consolidated Net Assets determined as of the end of the immediately preceding fiscal year in the aggregate for Borrower and its Subsidiaries, (b) the consideration received by Borrower or such Subsidiary is at least equal to the fair market value of such assets, (c) the sole consideration received is cash or other assets sold (other than a note or otherwise other delayed payment transaction), (d) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (e) no Default or Event of Default then exists or would result from the Asset Disposition; (vi) the sale by Borrower or any Subsidiary of property and the subsequent lease, as lessee, of the same property, within 180 days following the acquisition or construction of such property, in an aggregate amount not to exceed $25,000,000; and (vii) an Asset Disposition if (a) the aggregate Net Proceeds of such assets disposed of in any Fiscal Year under this clause (vii) does not exceed $100,000,000 from and after the Dollar Equivalent of $20,000,000; Amendment Date, (iib) the consideration received is at least equal to the fair market value of such assets assets, (as determined by c) the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the sole consideration received is cash; cash or other assets (ivother than a note or other delayed payment transaction), (d) no Default or Event of Default then exists or would result from the Net Proceeds of such Asset Disposition are applied asDisposition, if and to the extent required by Section 1.6(c); (ve) after giving effect to the Asset Disposition Disposition, Borrower, on a combined and the repayment of Indebtedness consolidated basis with the proceeds thereofits Subsidiaries as set forth in Section 4, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is available; available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (vif) no Event of Default has occurred and is continuing or would result the proceeds from such Asset Disposition and any sale under this clause (vii) are promptly used to repay the Term Loan pursuant to Subsection 1.7(C), provided that if at the time of such disposition under this clause (vii) Borrower’s Leverage Ratio is less than or equal to 2.2:1.0 for a disposition occurring on or before December 31, 2007 and less than or equal to 2.0:1.0 for a disposition occurring on or after January 1) dispositions , 2008, Borrower may in lieu of repaying the Term Loan apply such proceeds to the acquisition of fixed assets as a result or other property useful and intended to be used in the operation of the consolidation business of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Borrower is Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result within 365 days of the closing date of sale of such assets, any remaining unapplied proceeds after such 365 days to be applied promptly to repay the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; Term Loan pursuant to Subsection 1.7(C). Second Amended and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Restated Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.Agreement/SureWest Communications

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) conveyances, sales, leases, subleases, transfers or dispositions of any property, business or assets during any Fiscal Year which in the aggregate do not have a fair market or book value in excess of the Dollar Equivalent of US$2,000,000; (b) sales of inventory, dispositions of obsolete or slow moving inventory and dispositions of obsolete or worn out machinery and equipment, in each case made in the ordinary course of business; (c) transfers of assets resulting from any casualty or condemnation of such assets; (d) an agreement to customers effect the disposition of all or a portion of the assets of a Borrower or such Subsidiary, the closing of which is conditioned upon the payment in full in cash of all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) and the termination of the Revolving Loan Commitments; (e) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only if no Event of Default exists and only in connection with the compromise or collection thereof; (f) the sale or other disposition, in each case for not less than the fair market value, of any Investments permitted to be made by SECTION 3.3(a); (g) the leasing or subleasing of real estate in the ordinary course of business to third parties, including without limitation, entering into renewals or extensions of existing leases, entering into replacement leases, entering into subleases and dispositions of obsolete, worn out or damaged equipment not used in the businessother similar transactions; (bh) sales or other dispositions of real property and other assets not constituting Collateralan Asset Disposition otherwise permitted by SECTION 3.6; (ci) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Ultimate Holdings’ ' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed the Dollar Equivalent of US$2,500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,000US$6,000,000; (ii) the consideration received is at least equal to not less than the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5075% of the consideration is received is in (x) cash, (y) Cash Equivalents or (z) the assumption by the purchaser or other Person (other than a Credit Party) of the assets subject to the Asset Disposition of Indebtedness of a Credit Party owing with respect to such assets; (iv) the Net Annex A Page 55 Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(cSECTION 1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 SECTION 4 recomputed for the most recently ended quarter for which information is available; and (vi) no Default or Event of Default has occurred and is continuing or would result from exists immediately after giving effect to such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, PennsylvaniaDisposition; and (4j) contemporaneous exchanges with third parties the issuance or sale of assets in any fiscal year for assets Stock of reasonably comparable fair market value (net a Non Wholly-owned Subsidiary of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers a Borrower in connection with the Luxco Formation Transaction and formation or acquisition of such Subsidiary but only to the extent permitted hereunder. Notwithstanding the foregoing, no Stock of Holdings, US SportRack Holdings, European Ultimate Holdings (j) transfers except in connection with the Luxco Investment TransactionEuropean Mergers) or any Borrower may be sold, transferred or otherwise disposed without the prior consent of Lenders or Requisite Lenders, as applicable, except to consummate the European Mergers and except with respect to nominee shares and directors' qualifying shares required by law.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not, and will not and shall not cause or permit their Subsidiaries to any of the Loan Parties, directly or indirectly indirectly, to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or any other Equity Interests in any of the Loan Parties, whether now owned or hereafter acquired, except for for: (a) bona fide sales of inventory to customers in the ordinary course Ordinary Course of business and dispositions of obsolete, worn out or damaged equipment not used in the businessBusiness; (b) sales transfers of assets by, between or other dispositions among Borrower and the Affiliate Guarantors in the Ordinary Course of real property Business; and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack CanadaAsset Dispositions, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if if, but only if, all of the following conditions are met: (i) the aggregate fair market value of total assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrower and its Subsidiaries, based on the sales price received therefor, does not exceed the Dollar Equivalent of Five Hundred Thousand Dollars ($20,000,000500,000); (ii) the consideration received sale or other disposition is at least equal made to the fair market value a Person which is other than an Affiliate of such assets (as determined by the board of directors of the applicable Credit Party in good faith)Borrower; (iii) at least 50% of the sole consideration received is cashcash or property in which Agent, for its benefit and the ratable benefit of Lenders, has a first priority security interest (subject to Permitted Encumbrances); (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c)in repayment of any Loans then outstanding until fully paid; (v) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 4.2 recomputed on a pro forma basis using financial data for the most recently ended quarter month for which information is availableavailable and is in compliance with all other terms and conditions contained in this Agreement; and (vi) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings sale or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactiondisposition.

Disposal of Assets or Subsidiary Stock. The Credit Loan Parties shall will not, and will not and shall not cause or permit their respective Subsidiaries to to, directly or indirectly indirectly, convey, sellsell (including, leasepursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquireacquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of related transactions, any of its their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (aA) bona fide sales or leases of inventory to customers in the ordinary course of business and business, dispositions of obsoletesurplus, worn out or damaged equipment not used obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (bD) sales or other dispositions of real property and other assets not constituting Collateralto the extent required by law; (cE) any condemnation Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or taking the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such assets by eminent domain proceedingsPermitted Acquisition and Investment or the Verizon Acquisition, as applicable; (dF) transfers asset swaps of shares domestic wireless assets within 18 months of April 26, 2010, in Exopack Canadaan aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, TPG Canada and/or Performance Films Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamationsuch asset swap; (eG) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of such assets sold or otherwise disposed of in any Fiscal Year fiscal year of Borrower does not exceed $7,500,000 in the Dollar Equivalent of $20,000,000aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 50% of the sole consideration received is cashcash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition Disposition, Borrower, on a combined and the repayment of Indebtedness consolidated basis with the proceeds thereofits Subsidiaries as set forth in Section 4, if applicable, Borrowers are is in compliance on a pro Pro forma basis Basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is available; and (viv) no Default or Event of Default has occurred and is continuing then exists or would shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of (x) up to 10% of the common stock (or preferred stock, subordinated to the existing preferred stock of AWCC, convertible into such Asset Disposition common stock) of AWCC and (viiy) up to 10% of any issuance of preferred stock, subordinated to the existing preferred stock of AWCC (1) dispositions the balance of assets as a result which is issued to Loan Parties), in each case, issued to the officers or employees of the consolidation of businesses of Holdings AWCC or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron(to the extent such issuances of AWCC stock are subject to drag along, Kentucky; (3) dispositions rights of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazeltonfirst refusal, Pennsylvaniarestrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (4I) contemporaneous exchanges with third parties the issuance or other disposition by a Subsidiary of assets in any fiscal year for assets of reasonably comparable fair market value its own capital stock or other equity interests (net of commissions, relocation costs and x) if such issuance or other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit disposition is by a Loan Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidationa Loan Party, (hy) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction any Permitted Acquisition and Investment, or (jz) transfers in connection with the Luxco Investment Transactionso long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business business; and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; (b) sales sales, leases or other dispositions disposals of real property and other any assets not constituting Collateralin the ordinary course of business which, in the reasonable judgment of management, are (i) obsolete or worn out or (ii) are otherwise no longer used or useful in the conduct of such Credit Party’s business; (c) Borrower and its Subsidiaries may, in the ordinary course of business, license, as licensor or licensee, patents, trademarks, copyrights and know-how to or from third Persons or one another, so long as any condemnation such license by Borrower or taking any of its Subsidiaries in its capacity as licensor is permitted to be assigned pursuant to the relevant Security Agreement and does not otherwise prohibit the granting of a Lien by Borrower or any of their respective Subsidiaries pursuant to such assets Security Agreement in the intellectual property covered by eminent domain proceedingssuch license; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers Borrower and their its Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed $5,000,000 in the Dollar Equivalent of $20,000,000aggregate; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5090% of the consideration received is cash; (iv) the non-cash portion of the consideration received shall be evidenced by a promissory note, which promissory note shall be in form and substance reasonably satisfactory to Agent and shall be pledged and delivered to Agent as additional collateral security for the Obligations; (v) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(c1.5(b)(i); provided, that the Net Proceeds of any Asset Disposition may be used to acquire assets in compliance with Section 1.5(b); (vvi) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 recomputed for the most recently ended quarter for which information is available; and (vivii) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, PennsylvaniaDisposition; and (4e) contemporaneous exchanges with third parties the sale, transfer or other disposition of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs i) any Excluded Foreign Subsidiary to any other Excluded Foreign Subsidiary; and other associated expenses); (fii) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party (other than the Borrower) to another any other Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionParty.

Disposal of Assets or Subsidiary Stock. The Credit Parties Each Loan Party shall not not, and shall not cause or permit their its Subsidiaries to to, directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used in necessary to the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (c) sales or dispositions of Cash Equivalents for not less than fair market value thereof and in return for cash or Cash Equivalents; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts individual Asset Pools in the ordinary course of business and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: consistent with past practices; provided that (i) to the aggregate fair market value extent Undrawn Availability is less than $10,000,000 after giving pro forma effect to such sale (or group of assets sold related transactions) and such sale (or otherwise disposed group of related transactions) is expected to generate proceeds in any Fiscal Year does not exceed the Dollar Equivalent excess of $20,000,000; 2,500,000, Borrowing Agent shall have delivered to Agent a revised Borrowing Base Certificate reflecting the deletion of such Assets from the Borrowing Base if any such Assets were included in the Borrowing Base immediately prior such sale, (ii) the cash proceeds thereof shall be deposited in a Controlled Account pursuant to the terms of subsection 5.12, (iii) the consideration received is at least equal to the fair market value of such assets assets, and (as determined by the board of directors of the applicable Credit Party in good faith); (iiiiv) at least 5085% of the consideration received is shall be in cash; (iv) the Net Proceeds , except for Assets sold in consideration of such Asset Disposition are applied as, if and notes receivable to the extent required permitted by Section 1.6(csubsection 7.4(l); (ve) after giving effect to the Asset Disposition transactions permitted by subsection 7.7 and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 recomputed for the most recently ended quarter for which information is available; (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses)7.18; (f) transfers which consist of shares of TPG Canada, TPG Enterprises Liens and Exopack Canada from any Credit Party security interests to another Credit Party in order to effectuate the Exopack Canada Consolidationextent permitted under subsection 7.3(B); (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, permitted by subsection 7.4; (h) transfers the sale of nominal assets Collect Air’s Cessna Citation airplane, provided that the consideration received is at least equal to the outstanding amount of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, any Indebtedness secured by such airplane; and (i) transfers sales in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionPermitted Dispositions.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; (bii) fair market value sales or other dispositions of real property and other assets not constituting CollateralCash Equivalents; (ciii) any condemnation or taking of such assets by eminent domain proceedingsdispositions among Borrower, LA Unwired, Unwired Telecom, Texas Unwired and, if the GA PCS Acquisition is consummated, GA PCS; (div) transfers dispositions by LA Unwired of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate Licenses not covering the Permitted AmalgamationService Areas; or (ev) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (iv) above inclusive) sold or otherwise disposed of in any Fiscal Year the immediately preceding 12-month period does not exceed $3,000,000 Credit Agreement/US Unwired Inc. in the Dollar Equivalent of $20,000,000aggregate for Borrower and its Restricted Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofRestricted Subsidiaries as set forth in Section 4, if applicablebut excluding all Unrestricted Subsidiaries, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is availableavailable and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (vie) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings sale or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactiondisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their its Subsidiaries to directly or indirectly to assign, convey, sellsell (including, leasewithout limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; , (bii) fair market value sales or of Cash Equivalents, (iii) the Latel Real Estate Transaction and (iv) all other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year one transaction or series of related transaction for any calendar year does not exceed the Dollar Equivalent of $20,000,0002,000,000 for Borrower and its Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the such Asset Disposition and the repayment of Indebtedness Disposition, Borrower, on a consolidated basis with the proceeds thereofits Subsidiaries, if applicable, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is availableavailable and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (vie) no Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionDisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged equipment not used in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 recomputed for the most recently ended quarter for which information is available; (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, and (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will -------------------------------------- not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, September 28, 2001 Page 3 any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; (bii) fair market value sales or other dispositions of real property and other assets not constituting CollateralCash Equivalents; (ciii) any condemnation dispositions among Borrower, LA Unwired and Unwired Telecom or taking of such assets by eminent domain proceedingsTexas Unwired to Borrower, LA Unwired or Unwired Telecom; (div) transfers dispositions by LA Unwired of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate Licenses not covering the Permitted AmalgamationService Areas; and (ev) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets (including such assets but excluding any assets sold pursuant to clauses (i) through (v) above inclusive) sold or otherwise disposed of in any Fiscal Year the immediately preceding 12-month period does not exceed $1,000,000 in the Dollar Equivalent of $20,000,000aggregate for Borrower and its Restricted Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofRestricted Subsidiaries as set forth in Section 4, if applicablebut excluding the Unrestricted Subsidiary, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is availableavailable and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (vie) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition sale or other disposition." , and (viithat Subsection 1.7(G) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at NewmarketCredit Agreement shall, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing effective date of the manufacturing facility of Holdings or any of this letter agreement, be amended to read in its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.entirety as follows:

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged equipment not used in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, Canada and/or TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; and (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith); (iii) at least 50% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 recomputed for the most recently ended quarter for which information is available; (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Each Loan Party will not and shall will not cause or permit their its Subsidiaries to directly or indirectly to: convey, sell, leaselease (as lessor), subleasesublease (as sublessor), transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary whether now owned or hereafter acquired, except for (ai) bona fide sales or leases of inventory (including inventory consisting of equipment) to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; , (bii) fair market value sales of Cash Equivalents, (iii) the transfer, sale, lease, assignment or other disposition of assets to a Loan Party or any wholly-owned Subsidiary of a Loan Party, (iv) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, (v) sales of the Investments listed on Schedule 3.3, (vi) real estate leases in place on the Restructuring Date (or renewals or replacements thereof), (vii) leases or other arrangements granting Persons rights to use or access property of a Loan Party as and to the extent necessary to comply with the requirements of Applicable Laws, and (viii) all other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year one transaction or series of related transaction for any calendar year does not exceed the Dollar Equivalent of $20,000,0002,000,000 for Loan Parties and their Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the Asset Disposition and the repayment sale or other disposition of Indebtedness such assets, Borrower, on a consolidated basis with the proceeds thereofits Subsidiaries, if applicable, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is available; and (vie) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings sale or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactiondisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; , (b) sales closures of individual retail stores, if, in the judgment of the relevant Credit Party's board of directors such closure is appropriate and any inventory held therein having a value in excess of $100,000 is transferred to other stores for sale in the ordinary course of business or other dispositions of real property returned to such Credit Party's warehouse and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions of assets constituting Equipment and Fixtures by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ ' Subsidiaries) if all of the following conditions are met: (i) the market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $500,000 and the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,0001,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter month for which information is availableavailable and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionDisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Subsidiaries to (other than the Excluded Subsidiaries) directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Subsidiaries, whether now owned or hereafter acquired, except for (a) sales of inventory in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; , (b) sales or other dispositions of real property and other assets not constituting Collateral; an asset in order to immediately enter into a leaseback of such asset under a capital lease which is permitted pursuant to the provisions of subsection 3.2, (c) any condemnation or taking transfers of such assets by eminent domain proceedings; described in clauses (x), (y) and (z) of the definition of the term "Restricted Junior Payment" and (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year single transaction or series of related transactions does not exceed $500,000 and the Dollar Equivalent aggregate market value of assets sold or otherwise disposed of in any fiscal year of Borrower does not exceed $20,000,0001,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 50% of the sole consideration received is cashcash or an Investment permitted pursuant to subsection 3.3 hereof; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(csubsection 1.5(C); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is availableavailable and is in compliance with all other terms and conditions of this Agreement; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionDisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their any of its Restricted Subsidiaries to directly or indirectly to convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except for (a) bona fide sales of inventory to customers for fair value in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year single transaction or series of related transactions does not exceed $500,000 (or the Dollar Equivalent equivalent thereof in another currency) and the aggregate market value of assets sold or otherwise disposed of by Borrower and its Restricted Subsidiaries in any fiscal year of Borrower does not exceed $20,000,0002,000,000 (or the equivalent thereof in another currency); (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 50% eighty percent (80%) of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is availableavailable and is in compliance with all other terms and conditions of this Agreement; and (viv) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, OntarioDisposition; (2c) dispositions loans and leases of assets as a result equipment in the ordinary course of closing manufacturing facilities business of Holdings or Borrower, provided that the aggregate value of all such equipment that is loaned during any fiscal year of its Subsidiaries located in Hebron, Kentucky; Borrower shall not exceed one and one-fifth percent (31.2%) dispositions of assets as a result of Borrower’s total annual sales revenues for the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvaniaimmediately preceding fiscal year; and (4d) contemporaneous exchanges with third parties Asset Dispositions the net proceeds of which are used to purchase replacement assets in within ninety (90) days of such Asset Disposition. Notwithstanding the foregoing, Borrower may sell all or any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers portion of the assets Xxxxxxxxx Property so long as such sale complies with the requirements of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidationthis subsection 3.7(b)(ii), (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidationiii), (iiv) transfers in connection with the Luxco Formation Transaction and (jv). Immediately upon such sale, the Borrowing Base shall be reduced by (x) transfers in connection with the Luxco Investment Transactioncase of a sale of the 000-000 Xxxxxxxxx Xxxxx property, $871,629 minus the amount of the Real Property Reserve (computed pursuant to Schedule 4 to the Borrowing Base Certificate) attributable to such property at the time of such sale and (y) in the case of a sale of the 000 Xxxxxxxxx Xxxxx property, $1,297,660 minus the amount of the Real Property Reserve (computed pursuant to Schedule 4 to the Borrowing Base Certificate) attributable to such property at the time of such sale. In the event that Borrower or any Restricted Subsidiary makes an Asset Disposition that, but for the operation of this sentence, would result in Borrower’s being obligated to make an Asset Sale Offer (as defined in the Senior Note Indenture), then within 180 days after such Asset Disposition, the net proceeds of such Asset Disposition shall be applied in repayment of the Revolving Loans, and upon such repayment, the Revolving Loan Commitment shall be permanently reduced to the extent necessary to prevent Borrower from being required to make an Asset Sale Offer.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall not and shall not cause or No Loan Party will nor will any Loan Party permit their any of its Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person to consummate an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged equipment not used in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: Disposition unless (i) such Loan Party or such Subsidiary receives consideration at the aggregate fair market value time of assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,000; (ii) the consideration received is such Asset Disposition at least equal to the fair market value (which, in the case of such any Asset Disposition involving shares or assets (as having a fair market value in excess of $2.0 million, shall be determined in good faith by the board Loan Party's Board of directors Directors) of the applicable Credit Party in good faith); assets or equity interests issued or sold or otherwise disposed of, (iiiii) at least 5075% of the consideration therefor received by such Loan Party or such Subsidiary is cashin the form of cash or Cash Equivalents; PROVIDED that the amount of (x) any Indebtedness of any Loan Party that is assumed by the transferee of any such assets pursuant to a customary novation agreement that releases such Loan Party or such Subsidiary from further liability thereon and (y) any securities, notes or other obligations received by the Company or any such Subsidiary into cash (to the extent of cash received), shall be deemed to be cash for purposes of this provision; (iviii) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(cSUBSECTION 1.5(B); (viv) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 SECTION 4 recomputed for the most recently ended quarter month for which information is availableavailable and is in compliance with all other terms and conditions contained in this Agreement; (v) no Default or Event of Default then exists or shall result from such sale or other disposition; (vi) no Event of Default has occurred and is continuing or would result from such Asset Disposition shall give rise to any requirement on the part of any Loan Party to prepay or redeem any Subordinated Indebtedness; and (vii) (1) dispositions the aggregate amount of assets as a result of Asset Dispositions consummated by the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets Loan Parties in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transactionshall not exceed $3,000,000.

Disposal of Assets or Subsidiary Stock. The Credit Parties Holdings and Borrower shall not and shall not cause or permit their Subsidiaries any Credit Party to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, whether now owned or hereafter acquired, except for (a) sales of inventory and equipment in good faith to customers for fair value in the ordinary course of business and dispositions of obsolete, obsolete or worn out or damaged equipment not used or useful in the business; (b) sales or other dispositions of real property and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers Borrower and their Subsidiaries of Borrower that are Credit Parties (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (i) the aggregate fair market value of assets sold or otherwise disposed of in any single transaction or series of related transactions does not exceed $7,500,000 and the aggregate market value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed the Dollar Equivalent of $20,000,00010,000,000; (ii) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iii) at least 5085% of the consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent as required by Section 1.6(c1.5(c); (v) after giving effect to the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers Holdings and its Subsidiaries are in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended quarter for which information is available; and (vi) no Default or Event of Default has occurred and is continuing then exists or would result from such Asset Disposition Disposition; (c) Investments made to the extent permitted by Section 3.3; (d) leases, licenses, subleases and (vii) (1) dispositions sublicenses in the ordinary course of assets as a result business and provided such lease, license, sublease or sublicense does not materially interfere with the conduct of the consolidation business of businesses of Holdings such Credit Party or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontarioother Credit Party; (2e) dispositions liquidations of assets as a result Cash Equivalents in the ordinary course of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvaniabusiness and consistent with past practices; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers sales or discounts, in each case without recourse and in the ordinary course of shares business, of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party Accounts arising in order to effectuate the Exopack Canada Consolidation; (g) transfers ordinary course of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, business (i) transfers which are overdue, or (ii) which Borrower may reasonably determine are difficult to collect, but in each case only in connection with the Luxco Formation Transaction compromise or collection thereof consistent with customary industry practice (and (j) transfers in connection with the Luxco Investment Transactionnot as part of any bulk sale or financing of receivables).

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Borrower will not and shall will not cause or permit their its Subsidiaries to directly or indirectly to assign, convey, sellsell (including, leasewithout limitation, pursuant to a sale and leaseback transaction), lease (including, without limitation, pursuant to a lease and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or other equity interests in any Subsidiary; whether now owned or hereafter acquired, except for (ai) bona fide sales of inventory to customers in the ordinary course of business and dispositions of obsolete, worn out or damaged obsolete equipment not used or useful in the business; , (bii) fair market value sales of Cash Equivalents, (iii) the Latel Real Estate Transaction and (iv, (iv) transfer of all or other dispositions substantially all of real property and other assets not constituting Collateral; (c) any condemnation the business or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack Canada, TPG Canada and/or Performance Films from any Credit Party a Subsidiary to another Credit Party in order to effectuate the Permitted Amalgamation; Subsidiary as permitted by Subsection 3.6, and (ev) all other Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if all of the following conditions are met: (ia) the aggregate fair market value of assets sold or otherwise disposed of in any Fiscal Year one transaction or series of related transaction for any calendar year does not exceed the Dollar Equivalent of $20,000,0002,000,000 for Borrower and its Subsidiaries; (iib) the consideration received is at least equal to the fair market value of such assets (as determined by the board of directors of the applicable Credit Party in good faith)assets; (iiic) at least 50% of the sole consideration received is cash; (iv) the Net Proceeds of such Asset Disposition are applied as, if and to the extent required by Section 1.6(c); (vd) after giving effect to the such Asset Disposition and the repayment of Indebtedness Disposition, Borrower, on a consolidated basis with the proceeds thereofits Subsidiaries, if applicable, Borrowers are is in compliance on a pro forma basis with the covenants set forth in Section 6 4 recomputed for the most recently ended fiscal quarter for which information is availableavailable and Borrower is in compliance with all other terms and conditions contained in this Agreement; and (vie) no Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment TransactionDisposition.

Disposal of Assets or Subsidiary Stock. The Credit Parties shall Company will not, and will not and shall not cause or permit their Subsidiaries to any of the Loan Parties, directly or indirectly indirectly, to: convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, any of its property, business or assets, or the capital stock of or any other Equity Interests in any of the Loan Parties, whether now owned or hereafter acquired, except for for: (a) bona fide sales of inventory to customers in the ordinary course Ordinary Course of business and dispositions of obsolete, worn out or damaged equipment not used in the businessBusiness; (b) sales transfers of assets by, between or other dispositions among the Company and the Affiliate Guarantors in the ordinary course of real property business; and other assets not constituting Collateral; (c) any condemnation or taking of such assets by eminent domain proceedings; (d) transfers of shares in Exopack CanadaAsset Dispositions, TPG Canada and/or Performance Films from any Credit Party to another Credit Party in order to effectuate the Permitted Amalgamation; (e) Asset Dispositions by Borrowers and their Subsidiaries (excluding sales of Accounts and Stock of any of Holdings’ Subsidiaries) if if, but only if, all of the following conditions are met: (i) the aggregate fair market value of total assets sold or otherwise disposed of in any Fiscal Year fiscal year of the Company and its Subsidiaries, based on the sales price received therefor, does not exceed the Dollar Equivalent of $20,000,000500,000; (ii) the consideration received sale or other disposition is at least equal made to the fair market value of such assets (as determined by the board of directors a Person which is other than an Affiliate of the applicable Credit Party in good faith)Company; (iii) at least 50% of the sole consideration received is cashcash or property in which the Purchaser has a first priority security interest (subject to Permitted Liens); (iv) the Net Proceeds of such Asset Disposition are applied as, if and to in repayment of the extent required by Section 1.6(c)Notes or the Senior Debt; (v) after giving effect to the sale or other disposition of the assets included within the Asset Disposition and the repayment of Indebtedness with the proceeds thereof, if applicable, Borrowers are the Company is in compliance on a pro forma basis with the covenants set forth in Section 6 7.3 recomputed on a pro forma basis using financial data for the most recently ended quarter month for which information is availableavailable and is in compliance with all other terms and conditions contained in this Agreement; and (vi) no Default or Event of Default has occurred and is continuing then exists or would shall result from such Asset Disposition and (vii) (1) dispositions of assets as a result of the consolidation of businesses of Holdings sale or any of its subsidiaries located at Newmarket, Ontario and Concord, Ontario; (2) dispositions of assets as a result of closing manufacturing facilities of Holdings or any of its Subsidiaries located in Hebron, Kentucky; (3) dispositions of assets as a result of the closing of the manufacturing facility of Holdings or any of its Subsidiaries located in Hazelton, Pennsylvania; and (4) contemporaneous exchanges with third parties of assets in any fiscal year for assets of reasonably comparable fair market value (net of commissions, relocation costs and other associated expenses); (f) transfers of shares of TPG Canada, TPG Enterprises and Exopack Canada from any Credit Party to another Credit Party in order to effectuate the Exopack Canada Consolidation; (g) transfers of the assets of TPG Canada to Exopack Canada in order to effectuate the Exopack Canada Consolidation, (h) transfers of nominal assets of 3181952 to Exopack L.P. in order to effectuate the Exopack Canada Consolidation, (i) transfers in connection with the Luxco Formation Transaction and (j) transfers in connection with the Luxco Investment Transaction.disposition