Common use of Sales, Etc Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Sales, Etc. (i) OF ASSETS. Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower--------------------- of, or permit any Significant Subsidiary of such Borrower to do so; provided, however, the limitation in this clause (i) shall not in any way restrict, and shall not apply to, any Specified Disposition; Holdings or (ii) sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of (whether in one transaction of, any assets or a series of transactions) assets located grant any option or other right to purchase, lease or otherwise acquire any Collateral other than Inventory to be sold in the United States ordinary course of its business, except (i) sales of Inventory in the ordinary course of its business and sales of worn out or obsolete assets or trade-ins or trade-ups on other than any assets that the proceeds of which are purported substantially concurrently applied or committed to be conveyed applied within 90 days to the purchase of replacement assets, (ii) in connection with a Permitted Securitization but including transaction authorized by Section 6.02(d), (iii) sales of assets purported to be conveyed pursuant to any sale leaseback transaction) having for cash and for fair value in an aggregate book value amount not to exceed $5,000,000 in any period of 12 consecutive months and $15,000,000 in the aggregate since the Closing Date, (determined as iv) the sale of any asset by Holdings or by any Subsidiary identified on Schedule 6.02(e) subject to the parameters set forth on such Schedule, so long as, in the case of each of the date foregoing clauses (iii) and (iv), (A) the purchase price paid to Holdings or such Subsidiary for such asset shall be no less than the fair market value of such transaction for all such transactions since asset at the date hereof) that is greater than 20% of the book value of all of the consolidated fixed assets time of such Borrowersale, as reported (B) the purchase price for such asset shall be paid to Holdings or such Subsidiary solely in cash and (C) the Borrower shall, on the most recent consolidated balance sheet of such Borrower prior to the date of such sale, leaseprepay the Loans pursuant to (and to the extent required by) Section 2.04(c)(ii) in an aggregate principal amount equal to the Net Cash Proceeds received by Holdings or such Subsidiary from the sale of such asset, transfer (v) so long as no Default shall occur and be continuing, the grant of any option or disposition other right to purchase any entity other than such Borrower or any asset in a transaction which would be permitted under the provisions of its wholly owned direct or indirect Subsidiaries; provided, however, that the limitation in this preceding clause (iiiii) shall not in any way restrictor (iv), and shall not apply to, (Avi) [reserved], (B) [reserved], or (C) intercompany transfers of assets so long as in the sale, lease, transfer or other disposition case of any Borrower’s assets transfer to another Borrowera Foreign Subsidiary by a Credit Party, a Subsidiary the transferor receives at the time of another Borrower or a newly-formed Person such transfer cash consideration equal to which all or substantially all the fair market value of the assets and liabilities of such Borrowers or their Subsidiaries are being so transferred, in each case under this clause (C), pursuant to a transaction permitted under subsection (c) below.

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

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