Common use of Sales of Assets Clause in Contracts

Sales of Assets. (a) Neither the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.

Sales of Assets. (a) Neither the Company nor TMM shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, and each other Seller shall consummate not, and shall not permit any of its consolidated Subsidiaries to make any Asset Sale Disposition unless (i) the Company or such Restricted Subsidiary receives consideration at the time of received from such Asset Sale at least Disposition is equal to or greater than the fair market value, value of the assets or stock sold (as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (iiDirectors and evidenced by a Board Resolution) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), and at least 80% (or such lower percentage as shall be permitted at any time in the future pursuant to the terms of any Indenture) of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or from such Restricted Subsidiary Asset Disposition is in the form of cash and (iii) an cash; PROVIDED, that the amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness liabilities (as reflected shown on the CompanyTMM's or such Restricted Subsidiary's or such other Seller's or such other Seller's consolidated Subsidiary's most recent balance sheetsheet or in the notes thereto) of TMM or such Restricted Subsidiary, or such other Seller or such other Seller's consolidated Subsidiary which are assumed by the Company or transferee of such assets, including any Indebtedness of a Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither TMM or a consolidated Subsidiary of another Seller whose stock is purchased by the Company nor any Restricted Subsidiary will continue to be liabletransferee, directly or indirectly, as a result of such Asset Sale; and (y) securities any notes or other obligations received by the Company TMM or any such Restricted Subsidiary or such other Seller or any other Seller's consolidated Subsidiary from such transferee that are promptly immediately converted by the Company TMM or any such Restricted Subsidiary or such other Seller or such other Seller's consolidated Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or cash (to the Company, nor extent of the cash received) shall the provisions be deemed to be cash for purposes of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of DirectorsSECTION 3.2(bb).

Sales of Assets. (a) Neither Except as otherwise provided in this section, Borrower will not sell or dispose of any of its assets material to the Company nor any Restricted Subsidiary operation of its business, unless the prior written consent of the Bank has been obtained. The Bank shall consummate any Asset Sale unless provide such consent if the Borrower (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal certifies to the Bank that such assets have become inadequate, worn out, unprofitable or unnecessary for the Borrower's operations, or certifies to the Bank that such assets shall be alienated, transferred, assigned, sold or otherwise disposed of at not less than one hundred percent of the greater of the full book value or fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), thereof; and (ii) with respect certifies to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000)the Bank that such alienation, at least 80% assignment, transfer, sale or disposal will not materially impair the ability of the consideration therefor Borrower to operate its normal programs and services and will not impair the ability of the Borrower to make full and timely payments when due under this Agreement. Borrower may sell or dispose of the following assets, without the Bank's consent: (exclusive of indemnities and assumptions of liabilities other than IndebtednessA) received by the Company or such Restricted Subsidiary is obsolete assets no longer useful in the form ordinary course of cash its business; (B) assets which constitute personalty, and are not any of (iiii) an amount equal fixed assets or fixtures or (ii) realty; (C) real property sold or donated to one hundred percent public entities for conservation purposes, provided the Borrower's operations are not materially impaired by any such sale or donation; (100%D) of assets acquired after the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes date of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company Agreement by a purchase money mortgage or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Salepurchase money security interest; and (yE) securities received by assets transferred in the Company Borrower's merger with an Affiliate or a regulated water utility, as long as the surviving entity shall have all of Borrower's obligations under the Related Documents. Also, only while the First Mortgage Indenture is in effect, the Borrower may sell or dispose of the assets permitted to be transferred under Article 10 of the First Mortgage Indenture, without the Bank's consent, as long as all restrictions and conditions in the First Mortgage Indenture shall apply to such transfer and if Borrower is selling or exchanging any Restricted Subsidiary from such transferee that are promptly converted by assets pursuant to Section 10.4 of the Company or such Restricted Subsidiary into cash. Nothing First Mortgage Indenture, then in this Section 4.07 addition to meeting all of the conditions in the First Mortgage Indenture, Borrower shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or also provide to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.Bank:

Sales of Assets. Sell, transfer, lease, license or otherwise dispose of (aa “Transfer”) Neither the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless of Borrower’s assets except (i) non-exclusive licenses, sublicenses, leases or subleases of Intellectual Property in the Company or ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole, provided that such Restricted Subsidiary receives consideration at licenses of Intellectual Property neither result in a legal transfer of title of the time licensed Intellectual Property nor have the same effect as a sale of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), Intellectual Property; (ii) with respect to any Asset Sale involving total consideration Transfers of worn-out, obsolete or surplus property (each as determined by Borrower in excess of Two Million Five Hundred Thousand Dollars ($2,500,000its reasonable judgment), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and ; (iii) an amount equal [reserved]; (iv) Transfers constituting Permitted Liens; (v) Transfers permitted in Section 6.6 hereunder; (vi) Transfers of Collateral (other than Intellectual Property) for fair consideration and in the ordinary course of its business; (vii) the sale or other disposition of Intellectual Property that Borrower determines, in its reasonable business judgment, is no longer desirable in the conduct of its business (including allowing any registrations or any applications for registration of any intellectual property to one hundred percent lapse or go abandoned); (100%viii) the sale of inventory or collateral in the Net Available Cash is applied by ordinary course of business and goods held for sale in the Company ordinary course of business; (ix) the sale or such Subsidiary, as discount without recourse of accounts receivable arising in the case may be) as set forth herein. For ordinary course of business in connection with the purposes of this Section, the following are deemed to be cash: compromise or collection thereof; (x) the sale of property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Transfer are promptly applied to the purchase price of such replacement property; (xi) Transfers of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xii) Transfers of Borrower’s cash or cash equivalents for purposes not prohibited hereunder; (xiii) Transfers resulting from any Indebtedness (as reflected on the Company's consolidated balance sheet) settlement of, or payment in respect of the Company any property or casualty insurance claim, or any Restricted Subsidiary condemnation proceeding relating to any asset; (but not xiv) termination or unwinding of any Unrestricted SubsidiarySwap Agreement in accordance with its terms; (xv) for which neither the Company nor liquidation, wind up or dissolution of any Restricted Subsidiary will continue to be liable, directly or indirectly, so long as a result all the assets of such Asset Saleliquidating, winding up or dissolving Subsidiary are transferred to the Borrower or another wholly owned Subsidiary of Borrower that is not liquidating, winding up or dissolving; and (yxvi) securities received by other Transfers, provided that the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the aggregate fair market value of the shares or assets so disposed of as determined such Transfers in good faith by the Board of Directorsreliance on this clause (xvi) does not exceed $1,000,000 in any fiscal year.

Sales of Assets. (a) Neither the The Company nor will not, and will not permit any of its Restricted Subsidiary shall Subsidiaries to, consummate any Asset Sale Sale, unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares assets sold or assets so disposed of as determined in good faith by the Board of DirectorsDirectors of the general partner Company in good faith and (ii) at least 75% of the consideration received consists of cash, Cash Equivalents and/or real estate assets; provided that, with respect to the sale of one or more real estate properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such real estate properties so long as such Indebtedness is secured by a first priority Lien on the real estate property or properties sold; and provided further that, for purposes of this clause (ii) the amount of (A) any Indebtedness (other than Indebtedness subordinated in right of payment to the Obligations) that is required to be repaid or assumed (and is either repaid or assumed by the transferee of the related assets) by virtue of such Asset Sale and which is secured by a Lien on the property or assets sold and (B) any securities or other obligations received by the Company, or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (or as to which the Company or such Restricted Subsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, merchant or commercial bank to convert into cash within 90 days of the consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) will be deemed to be cash. The Company shall cause the Net Cash Proceeds from any Asset Sale to be applied in the manner required by Section 2.06(f). All Indebtedness secured by the assets sold in the Asset Sale shall be repaid (or irrevocably defeased) except to the extent such Indebtedness is assumed by the transferee of the related assets or the Company and its Restricted Subsidiaries are released from such Indebtedness. In addition, no Asset Sale shall be permitted if a Default or Event of Default then exists or would result therefrom or, based on calculations made by the Company on a Pro Forma Basis after giving effect to such Asset Sale and as if such Asset Sale had occurred on the first day of the respective Calculation Period, a Default or Event of Default will exist in respect of, or would have existed during the Test Period last reported (or required to be reported pursuant to Section 6.11(a) or (b), as the case may be) prior to the date of the respective Asset Sale in respect of, the Applicable Covenants.

Sales of Assets. (a) Neither the Company Borrower nor any Restricted Subsidiary of its Subsidiaries shall consummate any Asset Sale unless Sale, except: the disposition in the ordinary course of business of Equipment that is obsolete, excess or no longer used or useful in the Borrower's or its Subsidiaries' businesses; transfers of assets between the Loan Parties and any wholly-owned Subsidiary thereof or between wholly-owned Subsidiaries of such Loan Parties not otherwise prohibited by this Agreement; sales, assignments, transfers, leases, conveyances or other dispositions of other assets (other than pursuant to the foregoing clauses (i) the Company or and (ii)) if such Restricted Subsidiary receives transaction (a) is for consideration at the time of such Asset Sale consisting at least equal to the eighty-five percent (85%) of cash, (b) is for not less than fair market value, value (as determined in good faith by the Board Borrower's board of Directorsdirectors or equivalent governing body), and (c) when combined with all such other transactions (each such transaction being valued at book value) (i) during the immediately preceding twelve-month period, represents the disposition of not greater than either (x) three percent (3%) of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% Consolidated Assets of the consideration therefor Borrower and its Subsidiaries or (exclusive of indemnities and assumptions of liabilities other than Indebtednessy) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred three percent (1003%) of the Net Available Cash Income of the Borrower and its consolidated Subsidiaries, in each case, determined as at the end of the fiscal year immediately preceding that in which such transaction is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed proposed to be cash: entered into, and (ii) during the period from the Closing Date to the date of such proposed transaction, represents the disposition of not greater than either (x) any Indebtedness fifteen percent (as reflected on the Company's consolidated balance sheet15%) of the Company Consolidated Assets of the Borrower and its Subsidiaries or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by fifteen percent (15%) of the Company or any Restricted Subsidiary from such transferee that are promptly converted by Net Income of the Company or such Restricted Subsidiary into cash. Nothing Borrower and its consolidated Subsidiaries, in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assetseach case, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration determined as at the time of such Asset Sale at least equal to the fair market value end of the shares or assets so disposed of as determined fiscal year immediately preceding that in good faith by the Board of Directors.which such transaction is proposed to be entered into; and

Sales of Assets. Sell, transfer, lease, license or otherwise dispose of (aa “Transfer”) Neither the Company nor any Restricted Subsidiary shall consummate of Borrower’s or any Asset Sale unless other Loan Party’s assets except (i) Permitted Licenses and the Company non-exclusive or such Restricted Subsidiary receives consideration at in the time case of such Asset Sale at least equal clauses (d) and (e)(ii) of the definition of Permitted Licenses, exclusive transfer of any non-U.S. Product Authorization in connection therewith; (iii) Transfers of worn-out, obsolete or surplus property, including the abandonment or lapse of Intellectual Property that is not material to the fair market value, business of Borrower and its Subsidiaries (each as determined by Borrower or the applicable Loan Party in good faith by its reasonable judgment); (iv) Transfers of Inventory in the Board ordinary course of Directorsbusiness; (v) Transfers constituting Permitted Liens; (vi) Transfers permitted in Section 6.3, 6.4, 6.6 or 6.7 hereunder; (vii) Transfers of Accounts in connection with the shares compromise, settlement or assets subject to such Asset Sale (collection thereof, including the value forgiveness, release or compromise of any noncash consideration), (ii) with respect amount owed to Borrower or any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is its Subsidiaries in the form ordinary course of business; (viii) Transfers of cash and Cash Equivalents in transactions permitted hereunder; (iiiix) an amount equal to one hundred percent (100%) Transfers resulting from any casualty or other insured damage to, or any taking under power of the Net Available Cash is applied eminent domain or by the Company (condemnation or such similar proceeding of, any property or asset of Borrower or any Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: ; (x) sales, transfers and other Transfers of property to the extent that (A) such property is exchanged for credit equivalent to fair market value against the purchase price of similar replacement property or (B) the proceeds of such Transfer are promptly applied to the purchase price of such replacement property; (xi) transfers of assets, rights or property (1) among Loan Parties and (2) from any Indebtedness Subsidiary that is not a Loan Party to a Loan Party or another Subsidiary that is not a Loan Party; (as reflected on the Company's consolidated balance sheetxii) Transfers of the Company or any Restricted Subsidiary assets (but not of any Unrestricted Subsidiaryother than material Intellectual Property) for which neither fair consideration and in the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result ordinary course of such Asset Saleits business; and (yxiii) securities received by the Company sale, transfer, issuance or any Restricted other disposition of a de minimis number of shares of the equity interests of a Foreign Subsidiary from such transferee that are promptly converted by in order to qualify members of the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time governing body of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith Foreign Subsidiary if required by the Board of Directorsapplicable law.

Sales of Assets. The Parent will not, nor will it permit any Subsidiary to, sell, lease or otherwise dispose of any of its Property (a) Neither the Company nor including any Restricted Subsidiary disposition of Property as part of a sale and leaseback transaction); provided, that nothing contained therein shall consummate any Asset Sale unless prohibit (i) sales of inventory in the Company ordinary course of business; (ii) sales or such Restricted Subsidiary receives consideration at dispositions of obsolete or worn out Property disposed of in the time ordinary course of such Asset Sale at least equal to business; (iii) sales as part of sale and leaseback transactions provided that the fair market value, as determined in good faith by the Board value of Directors, of the shares or assets all Property subject to such Asset Sale (including the value of transactions consummated in any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% fiscal year of the consideration therefor Parent shall not exceed $10,000,000; (exclusive iv) transfers of indemnities and assumptions assets of liabilities other than Indebtedness) received by Subsidiaries to the Company in connection with the liquidation and/or dissolution of such Subsidiaries; (v) transfers of patents, trademarks, copyrights and other intellectual property from the Company to Linden Oaks Corporation provided that (aa) such steps are taken as the Administrative Agent may reasonably require in order to assure that its liens thereon are not impaired by such transfers and (ab) from and after the first such transfer and continuously thereafter Linden Oaks Corporation remains a wholly owned subsidiary of the Company and a Pledging Guarantor hereunder and (vi) sales, leases and other dispositions of Property not otherwise permitted by this Section 8.20 aggregating in any fiscal year not more than five percent of the consolidated tangible assets of the Parent and its Subsidiaries as of the first day of such fiscal year. Anything contained in this Agreement to the contrary notwithstanding, the Parent will not nor will it permit the Company to, without the consent of the Required Lenders, sell (or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) case of the Net Available Cash is applied by Company, issue) capital stock of the Company (or such Subsidiary, as other than to the case may be) as set forth hereinParent). For At the purposes request of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) , so long as no Default or Event of the Company Default then exists or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, would arise as a result of such Asset Sale; and (y) securities received by disposition, the Company or Administrative Agent is hereby authorized to release its lien on any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or Property sold pursuant to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directorsforegoing provisions.

Sales of Assets. Except as listed on Schedule 8.5 (subject to the provisions set forth below) or on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied) or the Silverthorne/Lebanon Transaction, no Borrower Group Member shall sell, transfer, convey or otherwise dispose of any assets or properties (including any interest in the Expanded Properties or equity interests, direct or indirect, in the Expanded Property Owners) without the prior written consent of Lender. So long as no Event of Default shall have occurred and be continuing, Lender shall upon prior written notice from Borrower grant a consent to the sale of any asset listed on Schedule 8.5 at the time such sale closes so long as (a) Neither the Company nor any Restricted Subsidiary Asset Disposition Net Proceeds, the calculation of which shall consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal be subject to the fair market valueLender's reasonable approval, as determined are in good faith by the Board of Directors, excess of the shares or assets subject minimum amount set forth for such asset on Schedule 8.5, and are applied to such Asset Sale (including repay the value of any noncash considerationNote and the Additional Fee as set forth in Section 2.7(b)(i), (iib) with respect the sale contract and other sale documents do not create any material liabilities, direct or indirect, on the part of any Borrower Group Member, other than on the part of the selling entity, and then only to the extent the Borrower demonstrates to the Lender's reasonable satisfaction that such liabilities shall be capable of satisfaction without giving rise to any Asset Sale involving total consideration need for funding from any other Borrower Group Members, and (c) in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% the case of the consideration therefor (exclusive proposed sale of indemnities any outlot or other sale of less than an entire parcel of property, that Borrower demonstrates to Lender's reasonable satisfaction that all appropriate easement and assumptions of liabilities other than Indebtedness) received rights are retained by the Company remaining parcel over the asset to be conveyed, that no Leases or contracts binding upon any Borrower Group Members at the remaining parcel require any control of the conduct of business or other occurrences upon the parcel being conveyed, that all necessary subdivision and zoning approvals for the separate conveyance, ownership and operation of the parcels have been obtained and that the remaining parcel shall continue as a conforming use and structure in compliance with all Legal Requirements, and that such Restricted Subsidiary is conveyance shall not render the remaining parcel a legal non-conforming use or structure or result in the form continuing compliance of cash and (iii) an amount equal to one hundred percent (100%) such remaining parcel with Legal Requirements being dependent upon the existence or development of the Net Available Cash is applied by the Company (any parking or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company other improvements or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither landscaping, open space, wetlands or other conditions upon the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directorsparcel being conveyed.

Sales of Assets. Sell, transfer, lease, license or otherwise dispose of (a “Transfer”) any of Borrower’s assets except (i) non-exclusive licenses of Intellectual Property in the ordinary course of business consistent with industry practice, provided that such licenses of Intellectual Property neither result in a legal transfer of title of the licensed Intellectual Property nor have the same effect as a sale of such Intellectual Property; (ii) Transfers of worn-out, obsolete or surplus property (each as determined by Borrower in its reasonable judgment); (iii) Transfers of Inventory in the ordinary course of business; (iv) Transfers constituting Permitted Liens; (v) Transfers permitted in Section 6.3, 6.4, 6.6 or 6.7 hereunder; (vi) Transfers of assets (other than Intellectual Property) for fair consideration and in the ordinary course of its business; (vii) the exclusive license of the BackBeat CNT product with a multinational corporation with an established business in the field of cardiac rhythm management and (viii) other exclusive licenses of Intellectual Property in the ordinary course of business and consistent with the Model so long as (a) Neither no Event of Default has occurred and is continuing, (b) no such license shall be entered into with an Affiliate of the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless Borrower (iother than one of its wholly owned Subsidiaries that have complied with Section 6.14(a)), (c) each such license is the product of an “arms’ length” dealing, (d) the Company or Borrower has determined in its reasonable business judgement (in consultation with, but without the consent of, the Agent) that such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal licenses are on commercially reasonable terms and conditions that are fair and reasonable to the Borrower or its applicable Subsidiary, (e) such licenses are not for below fair market value, value (as reasonably determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (iiBorrower) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iiif) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following licenses are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith approved by the Board of DirectorsDirectors of the Borrower.

Sales of Assets. (a) Neither the The Company nor will not, and will not permit any Restricted Subsidiary shall consummate any Asset Sale unless (i) the Company to, sell, lease or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value otherwise dispose of any noncash consideration), substantial part (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%as defined below) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) assets of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liableand its Subsidiaries; provided, directly or indirectlyhowever, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Subsidiaries if such assets are sold for Fair Market Value and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the Net Proceeds received from transferring such sale, lease or other disposition shall be used within four Business Days of such sale, lease or disposition to prepay or retire Senior Indebtedness (including temporary reductions of revolving credit facilities) of the Company and/or its Subsidiaries; provided that except in the case of proceeds from Permitted Accounts Receivables Financings, any such application of proceeds shall be made pro rata among all Benefited Parties under the Intercreditor Agreement (based on the principal amount of Indebtedness outstanding on the date of such prepayment but assuming for purposes of such calculation that the maximum commitment under the Bank Credit Agreement is outstanding). Any amount prepaid on the Notes pursuant to this Section 10.7 will be prepaid, in compliance with Section 8.2. As used in this Section 10.7, a sale, lease or other disposition of assets shall be deemed to be a "substantial part" of the assets of the Company and its Subsidiaries if the book value of such assets, properties when added to the book value of all other assets sold, leased or Capital Stock otherwise disposed of by the Company and its Subsidiaries (other than in transactions (i) in the ordinary course of business, (ii) in which the purchaser is the Company or a Subsidiary, or (iii) which are Excluded Sale and Leaseback Transactions, (x) during the immediately preceding 12-month period, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition, or (y) during the period beginning on the date of Closing and ending on the date of such sale, lease or other disposition, exceeds 30% of the book value of Consolidated Total Assets, determined as of the fiscal year immediately preceding such sale lease or other disposition. For purposes of determining whether assets sold by the Company and its Subsidiaries during any Subsidiary to any Wholly-Owned Subsidiary or to period constitute a "substantial part" of the assets of the Company, nor shall to the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at extent that the time Net Proceeds from the disposition of such Asset Sale at least equal assets shall be applied in accordance with the terms of the preceding paragraph, the book value of such assets shall be excluded from the calculation of a "substantial part" of the assets of the Company. In addition, if the disposition of any assets (after giving effect to the fair market value disposition of all other assets previously disposed of during the applicable period and the application of the shares Net Proceeds from such disposition in accordance with the previous sentence) would cause the Company to exceed the limitation on the sale of assets set forth herein, only the Net Proceeds from the most recent asset disposition or assets so disposed of as determined dispositions which would cause such limitation to be exceeded shall be required to be applied in good faith by accordance with the Board of Directorspreceding paragraph.

Sales of Assets. The Company and its Subsidiaries may from time to time sell or otherwise dispose of all or any part of their respective assets; provided, however, that in any fiscal year, the Company and its Subsidiaries will not (a) Neither sell or dispose of (including, without limitation, any disposition resulting from any merger or consolidation involving a Subsidiary of the Company, and any Sale-and-Leaseback Transaction), outside of the ordinary course of business, to Persons other than the Company nor and its Subsidiaries, assets constituting in the aggregate more than 12% of Consolidated Assets of the Company and its Subsidiaries as at the end of the immediately preceding fiscal year (excluding an amount equal to the book value of those assets the Net Cash Proceeds from the disposition of which have been applied to prepay outstanding revolving credit loans under the June 1997 364-Day Agreement and Amendment in accordance with subsection 2.18) and (b) exchange with Persons other than the Company and its Subsidiaries any Restricted Subsidiary shall consummate any Asset Sale asset or group of assets for another asset or group of assets unless (i) such asset or group of assets are exchanged for an asset or group of assets of a substantially similar type or nature, (ii) on a pro forma basis both before and after giving effect to such exchange, no Default or Event of Default shall have occurred and be continuing, (iii) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the aggregate fair market value, value (as determined in good faith by the Board of Directors, Directors of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (iiCompany) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive asset or group of indemnities and assumptions of liabilities other than Indebtedness) received assets being transferred by the Company or such Restricted Subsidiary is in and the form asset or group of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted assets being acquired by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit are substantially equal and (iv) the aggregate of (x) all assets of the Company and its Subsidiaries sold pursuant to subsection 5.10(a) (including, without limitation, any disposition resulting from any merger or any consolidation involving a Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to and any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least Sale-and-Leaseback Transaction) (excluding an amount equal to the book value of those assets the Net Cash Proceeds from the disposition of which have been applied to prepay outstanding revolving credit loans under the June 1997 364-Day Agreement and Amendment in accordance with subsection 2.18) and (y) the aggregate fair market value of the shares or assets so disposed of (as determined in good faith by the Board of DirectorsDirectors of the Company) of all assets of the Company and its Subsidiaries exchanged pursuant to this subsection 5.10(b) does not exceed 20% of Consolidated Assets of the Company and its Subsidiaries as at the end of the immediately preceding fiscal year.'".

Sales of Assets. Holdings and Borrower shall not, and shall not permit any of their respective Subsidiaries to, sell, lease, transfer, or otherwise dispose of (awhether in one transaction or a series of transactions) Neither any assets (including any shares of stock in any Subsidiary or other Person and any accounts and notes receivable, with or without recourse) (each a “Transfer”), or enter into any agreement to do any of the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless foregoing, except: (i) Transfers of inventory, or worn-out or surplus equipment, all in the Company ordinary course of business; (ii) the Transfer of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or such Restricted Subsidiary receives consideration at the time proceeds of such Asset Sale at least equal sale are reasonably promptly applied to the purchase price of such replacement equipment, or the Transfer of equipment promptly following the purchase of similar replacement equipment; (iii) Transfers of inventory or equipment by Borrower or any Subsidiary of Borrower to Borrower or any wholly-owned Subsidiary of Borrower pursuant to reasonable business requirements and in the ordinary course of business; (iv) the lease or sublease of real property by Borrower or any Subsidiary to other Persons in the ordinary course of business; (v) the Transfer of cash equivalents and other short term money market investments in the ordinary course of business pursuant to Holdings’ or Borrower’s usual and customary cash management policies and procedures; (vi) Transfers permitted under Section 5.1(h); (vii) Transfers to Borrower or any Subsidiary of Borrower of stock of Persons acquired by Holdings (or of Persons established by Holdings to acquire assets of Persons) in a Permitted Transaction; provided that any such Transfer occurs immediately upon the consummation of any such Permitted Transaction; (viii) Transfers by Borrower or any Subsidiary not otherwise permitted hereunder which are made for fair market value, as determined in good faith by if the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the aggregate fair market value of the shares or all assets so disposed subject to any such Transfers by Borrower and its Subsidiaries shall not exceed in any fiscal year $1,000,000 for cash or cash-equivalents; and (ix) any Transfers of any assets from Holdings to Borrower or Borrower’s Subsidiaries; provided, however, that nothing in this Section 5.1(i) shall be deemed to permit (1) any Transfers of accounts or notes receivable, unless in connection with the sale of all or substantially all of a business unit, division or Subsidiary of Borrower and such sale is otherwise permitted hereunder or unless involving a Transfer for collection purposes; (2) any Transfer if any Default shall exist or shall result from such Transfer; (3) any Transfers that could reasonably be expected to result in a Material Adverse Change or that would violate the terms of any other Loan Document; or (4) any Transfers (i) to be made by Borrower or any Subsidiary to Holdings, or (ii) involving Financed Products, other than in the ordinary course of business to a wholly-owned Subsidiary that is a Guarantor hereunder and that has granted to Agent a perfected, first priority Lien on such Financed Products under a security agreement in form and substance satisfactory to Lender and has furnished such other opinions, certificates and other documents in connection therewith as determined in good faith by Agent shall have reasonably requested; provided further, however, that as a condition to consummating any such Transfer to any Subsidiary of Financed Products, Borrower shall provide 15 Banking Days’ prior written notice to Lenders of the Board of Directorsproposed Transfer and obtain Majority Lenders’ prior written consent thereto.

Sales of Assets. (a) Neither Upon receipt of the Company nor proceeds of the sale or other disposition of any Restricted Subsidiary Equipment constituting Collateral hereunder or real property of a Borrower which is subject to a mortgage in favor of Lender, or if any of such Equipment or real property subject to such mortgage is damaged, destroyed or taken by condemnation in whole or in part, the proceeds thereof shall consummate any Asset Sale unless be paid by such Borrower to Lender as a mandatory prepayment (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal with respect to the fair market valueproceeds of any existing Equipment constituting Collateral hereunder, such proceeds shall be applied as a prepayment of Term Loan A, such payment to be applied pro rata against the remaining installments of principal until such Term Loan A is repaid in full, and then against the Capital Expenditure Loans, such prepayment to be applied pro rata against the remaining installments of principal until such Capital Expenditure Loans are repaid in full, and then against the other Liabilities, as determined by Lender, in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), its sole discretion; and (ii) with respect to the proceeds of any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000)Equipment purchased under the Capital Expenditure Loans, at least 80% such proceeds shall be applied as a prepayment of the consideration therefor Capital Expenditure Loans, such payment to be applied pro rata against the remaining installments of principal until repaid in full, and then against Term Loan A, such payment to be applied pro rata against the remaining installments of principal until repaid in full, and then against the other Liabilities, as determined by Lender, in its sole discretion; provided, however, that notwithstanding the foregoing, with respect to any Equipment constituting Collateral hereunder that is traded in (exclusive the "Traded Equipment") towards the purchase of indemnities Equipment purchased under the Capital Expenditure Loans and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount having a value equal to one hundred percent (100%) of or greater than the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of Traded Equipment, as determined by Lender in its sole discretion exercised in good faith by faith, such proceeds may be applied towards the Board purchase of Directorssuch Equipment and not as a mandatory prepayment.

Sales of Assets. The Borrower shall not, and shall not --------------- permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, any of its assets except (a) Neither inventory and Time-Share Interests in the Company nor ordinary course of business, (b) obsolete or worn-out assets, (c) sales of tangible assets in which the Net Cash Proceeds from the disposition thereof are reinvested, within 90 days before or after such disposition, in productive tangible assets of a similar nature of the Borrower and the Subsidiaries of the Borrower, (d) asset sales between Obligors, (e) sales of Notes Receivable (other than Notes Receivable included as Collateral hereunder, unless such Notes Receivable are to be released as Collateral hereunder contemporaneously with the consummation of such sale) to unrelated third parties for full and fair consideration, (f) transfers of Notes Receivable (other than Notes Receivable included as Collateral hereunder, unless such Notes Receivable are to be released as Collateral hereunder contemporaneously with the consummation of such transfer) to related third parties for full and fair consideration, or as a capital contribution, dividend or distribution to the transferee, in order to consummate a Securitization, (g) other asset sales to unrelated third parties for full and fair consideration not to exceed, in the aggregate amount during any Restricted fiscal year, ten percent (10.0%) of the real estate and development costs of the Borrower and its Subsidiaries, on a consolidated basis, for the immediately preceding fiscal year, as reflected on the financial statements delivered to the Lenders pursuant to the requirements of Section 6.4 hereof, (h) other ----------- dispositions that constitute grants by the Borrower or a Subsidiary shall consummate any Asset Sale unless of the Borrower of Permitted Liens, and (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith sale by the Board Borrower of Directorsits corporate headquarters building located at 0000 Xxxx Xxxxxx Xxxxx, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration)Xxxxxxx, (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of DirectorsXxxxxxx.

Sales of Assets. (a) Neither the The Company nor will not, and will not permit any Restricted Subsidiary to sell, lease or otherwise dispose of any substantial part of the assets of the Company and its Restricted Subsidiaries. As used in this Sec. 10.4, a sale, lease or other disposition of assets shall consummate any Asset Sale unless be deemed to be a "substantial part" of the assets of the Company and its Restricted Subsidiaries only if the net proceeds received therefor, when added to the net proceeds received for all other assets sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries subsequent to the Closing and during the 365 day period immediately preceding such sale, lease or other disposition, exceeds 10% of Consolidated Total Assets (idetermined as at the end of the fiscal quarter of the Company immediately preceding such 365 day period) and a merger by a Restricted Subsidiary into another Person without such Restricted Subsidiary being the survivor of such merger and in which such Person is not the Company or a Restricted Subsidiary or a Person which thereupon becomes a Restricted Subsidiary shall be deemed a disposition by such Restricted Subsidiary receives consideration at of all of its assets; provided that in all such sales, leases or other dispositions, the time of such Asset Sale at least equal to Company and the Restricted Subsidiaries shall have received no less than fair market value, as determined in good faith by the Board value or fair rental value therefor. Computations under this Sec. 10.4 shall include all issues or sales of Directors, any shares of the shares or assets subject to such Asset Sale any class (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For "shares" for the purposes of this SectionSec. 10.4, the following are deemed any warrants, rights or options to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheetpurchase or otherwise acquire shares or other Securities exchangeable for or convertible into shares) of any Restricted Subsidiary to any Person other than the Company or any a Restricted Subsidiary (but not of any Unrestricted Subsidiary) for over which neither the Company nor any shall have at least the same degree of ownership and control as it did with respect to the Restricted Subsidiary will continue issuing or selling such shares, except shares issued or sold for the purpose of qualifying directors, or except shares issued or sold in satisfaction of the validly pre-existing preemptive rights of minority shareholders in connection with the simultaneous issuance of stock to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any and/or Restricted Subsidiary from such transferee that are promptly converted by Subsidiaries whereby the Company or and/or such Restricted Subsidiary into cashSubsidiaries maintain their same proportionate interest in such Restricted Subsidiary. Nothing in Computations under this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transferSec. The Company 10.4 shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.include:

Sales of Assets. The Borrower shall, on each date on which it or any of its Subsidiaries receives any Net Cash Proceeds from the sale, lease, transfer or other disposition (aeach, a "Disposition") Neither of any asset of the Company nor Borrower or any Restricted such Subsidiary shall consummate (other than sales of assets in the ordinary course of business and any Asset Sale unless exchange of assets permitted by Section 5.02(e)(iv)), prepay an aggregate principal amount of the A Advances comprising part of the same A Borrowings equal to such Net Cash Proceeds (i) or, if less, the Company or such Restricted Subsidiary receives consideration at aggregate unpaid principal amount of all A Advances), together with accrued interest to the time date of such Asset Sale at least equal prepayment on the principal amount prepaid and all amounts then owing under Section 8.04(b) in respect of such prepayment. Notwithstanding the foregoing, the Borrower shall not be required to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject make a prepayment pursuant to such Asset Sale this paragraph (including the value of any noncash consideration), (iib)(i) with respect to the Net Cash Proceeds from any Asset Sale involving total consideration Disposition (a "Relevant Disposition") if (1) the applicable Rate Ratio is less than or equal to 5.0:1 on the date of receipt of such Net Cash Proceeds, (2) the Borrower advises the Managing Agent at the time the Net Cash Proceeds from such Relevant Disposition are received that it intends to reinvest such Net Cash Proceeds in excess replacement assets pursuant to a transaction permitted under Section 5.02(f) hereof, (3) such Net Cash Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract providing for the acquisition of Two Million Five Hundred Thousand Dollars such replacement assets that is executed by the Borrower ($2,500,000), or any of its Subsidiaries) and the related seller within 180 days from the date of such Relevant Disposition and (4) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If at least 80% any time after the occurrence of a Relevant Disposition and prior to the acquisition of the consideration therefor related replacement assets the 180-day period provided in clause (exclusive of indemnities and assumptions of liabilities other than Indebtedness3) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%4) of the Net Available Cash is applied by preceding sentence shall elapse without execution of the Company related purchase contract (or such Subsidiary, as in the case may beof said clause (3)) as set forth herein. For or the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) occurrence of the Company or any Restricted Subsidiary related acquisition (but not in the case of any Unrestricted Subsidiary) for which neither said clause (4)), then the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by Borrower shall immediately prepay the Company or any Restricted Subsidiary from such transferee that are promptly converted by A Advances in the Company or such Restricted Subsidiary into cash. Nothing amount described in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions first sentence of this Section be applicable to any such transfer2.10(b)(i)." CCC - II -- Amendment No. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.1

Sales of Assets. (a) Neither Subject to the provisions of Section 5.01, the Company nor shall not, and shall not permit any Restricted Subsidiary shall consummate to, make any Asset Sale unless (i) the Company (or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale sale at least equal to the fair market value of the shares or assets so disposed of included in such Asset Sale (as determined in good faith by the Board of Directors., including valuation of all noncash consideration) and (ii) (x) either (A) the Net Cash Proceeds are reinvested within 12 months (or, pursuant to a determination of the Board of Directors, held pending reinvestment) in replacement assets or assets used in the Automotive Interior Business or used to purchase all of the issued and outstanding capital stock of a person engaged in such business or used to fund research and development costs or (B) if the Net Cash Proceeds are not applied or are not required to be applied as set forth in clause (ii)(x)(A) or if after applying such Net Cash Proceeds as set forth in clause (ii)(x)(A) there remain Net Cash Proceeds, such Net Cash Proceeds are applied within 12 months of the original receipt thereof to the permanent prepayment, repayment, retirement or purchase of Senior Indebtedness, the Subordinated Notes or Indebtedness of a Restricted Subsidiary, (y) if and to the extent that the gross proceeds from such Asset Sale (after giving effect to the application of clauses (ii)(x)(A) and (B), when added to the gross proceeds from all prior Asset Sales (not applied as set forth in clauses (ii)(x)(A) or (B))) exceeds $25,000,000, such proceeds are applied first to a repurchase offer to repurchase the Subordinated Notes pursuant to the indenture governing the Subordinated Notes and then to a Repurchase Offer (as defined below) to repurchase the Securities (on a pro rata basis with all other Indebtedness ranking pari passu in right of payment to the Securities (other than the Subordinated Notes)) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to the date of prepayment and (z) if the aggregate principal amount tendered pursuant to a Repurchase Offer is less than the Repurchase Offer Amount (as defined below), such excess amount is applied for general corporate purposes; provided that when any noncash consideration is converted into cash, such cash shall then constitute Net Cash Proceeds and shall be subject to clause (ii) of this sentence. To repurchase the Securities, the Company shall offer to purchase the Securities (the "Repurchase Offer"), on a specified date (the "Repurchase Date"), pursuant to the provisions hereof at a price equal to 100% of their principal amount, plus interest accrued to the Repurchase Date (the "Repurchase Price"). If the Repurchase Date is on or after a record date and on or before the related interest payment date, then any accrued interest shall be paid to the

Sales of Assets. Except as expressly set out in this Section 7.10, Borrower shall not and shall not permit any Subsidiary of Borrower to sell, transfer, convey or otherwise dispose of any assets (aincluding Stock of Subsidiaries) Neither or properties, other than the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless sale of Inventory in the ordinary course of business. The foregoing notwithstanding, (i) Borrower or any Subsidiary of Borrower may sell, transfer, convey or otherwise dispose of any obsolete or redundant assets or other properties and may transfer any assets or other properties in connection with any condemnation thereof, provided that Borrower uses the Company proceeds thereof or such Restricted Subsidiary receives consideration at therefrom to purchase new, additional, replacement or substitute assets or properties (collectively, "Replacement Assets"), and promptly delivers to Agent written notice of the time use of such Asset Sale at least equal proceeds for such purpose to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including extent that the value of any noncash consideration), such assets disposed of exceeds $250,000; (ii) with respect Borrower or any Subsidiary may in addition sell, transfer, convey or otherwise dispose of assets or properties (in addition to any Asset Sale involving total consideration sales of Inventory in excess the ordinary course of Two Million Five Hundred Thousand Dollars ($2,500,000business and dispositions in which Replacement Assets are acquired), at least 80provided that the aggregate amount of the assets or properties disposed of during any Fiscal Year does not exceed 20% of the consideration therefor (exclusive consolidated assets of indemnities Quixote and assumptions its Subsidiaries as of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in end of the form of cash immediately preceding Fiscal Year; and (iii) Borrower or any Subsidiary may sell, transfer, convey or otherwise dispose of Stock of any Subsidiary if and to the extent that (x) the applicable Borrower or Subsidiary receives consideration for such sale, transfer, conveyance or disposition of not less than reasonably equivalent value, and (y) the value of all such Stock sold, transferred, conveyed or otherwise disposed of in any Fiscal Year does not exceed an amount equal to one hundred percent 20% of the consolidated assets (100%exclusive of Intangible Assets) of the Net Available Cash is applied by the Company (or such Subsidiary, Quixote and its Subsidiaries as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not end of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such immediately preceding Fiscal Year. Any Replacement Asset Sale; and (y) securities received purchased by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company Borrower or any Subsidiary from transferring assetsof Borrower shall be free and clear of all Liens, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directorsexcept for those permitted hereunder.

Sales of Assets. (a) Neither The Borrower shall not nor shall it permit any Consolidated Subsidiary to enter into any arrangement, direct or indirect, pursuant to which the Company nor Borrower or any Restricted Consolidated Subsidiary shall consummate sell or otherwise transfer or dispose of any Asset Sale unless property, real, personal or mixed, whether now owned or hereafter acquired, except (i) sales, transfers or dispositions in the Company or such Restricted Subsidiary receives consideration at the time ordinary course of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration)business, (ii) the sale, transfer or other disposition of the stock or assets set forth on Schedule 5.5, (iii) sales, transfers or dispositions not in the ordinary course of business provided that the aggregate proceeds of all such sales, transfers and dispositions permitted by this item (iii) shall not exceed (A) from the date hereof until November 30, 2006, thirty percent (30%) of the Borrower's Consolidated Total Assets as of September 30, 2001, and (B) beginning with the first day of the Borrower's Fiscal Year 2002-2003 and thereafter, more than ten (10%) of the Borrower's Consolidated Total Assets as of the beginning of the Fiscal Year in question, and (iv) any absolute sale or assignment of Receivables in connection with a Securitization with a Special Purpose Subsidiary pursuant to a Securitization Contract, provided that (A) such transaction, except for the customary exceptions, is nonrecourse to the Borrower or any of its Subsidiaries (including the Special Purpose Subsidiary), (B) such Securitization is classified as "off balance sheet" for financial reporting purposes in accordance with GAAP with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars the Borrower on a Consolidated basis, ($2,500,000), at least 80% C) the only assets of the consideration therefor (exclusive of indemnities and assumptions of liabilities Special Purpose Subsidiary are Receivables acquired from the Borrower or its other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash Subsidiaries pursuant to a Securitization Contract, and (iiiD) the aggregate Commitments shall be permanently reduced contemporaneously with the closing of such a Securitization transaction by an amount equal to one hundred fifty percent (10050%) of the Net Available Cash is applied maximum available funding amount under the applicable Securitization Contract entered into by the Company (or a Special Purpose Subsidiary. Any such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) permanent reduction of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to Commitments shall be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or applied first to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal Short Term Revolving Credit Commitments and then to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of DirectorsLong Term Revolving Credit Commitments.

Sales of Assets. Neither Borrower shall sell, transfer, lease or otherwise dispose of any Material Tangible Assets owned as of the date hereof (the “Existing Material Tangible Assets”) or any Material Tangible Assets (excluding capital stock of entities other than special purpose vehicles created for holding property, plant and equipment) hereafter acquired that directly or indirectly replace, renew, improve or repair Existing Material Tangible Assets or other Material Tangible Assets (excluding, in the case of such other Material Tangible Assets, capital stock of entities other than special purpose vehicles created for holding property, plant and equipment) that directly or indirectly have replaced, renewed, improved or repaired Existing Material Tangible Assets except (i) sales, transfers and other dispositions of Material Tangible Assets in the ordinary course of business on commercially reasonable terms; (ii) sales, transfers, leases or other dispositions of Material Tangible Assets to Ternium or any of its Subsidiaries upon commercially reasonable terms that comply with applicable laws and regulations; (iii) sales, transfers, leases or other dispositions of Material Tangible Assets to the extent that the net proceeds thereof received by the applicable Borrower are applied directly or indirectly within 180 days after such receipt to (x) permanently repay or prepay outstanding Indebtedness of the types described in clauses (a) Neither and (b) of the Company nor definition thereof of such Borrower and/or to acquire or construct, or (y) refinance Indebtedness incurred not more than three months prior to the date of such sale, transfer, lease or other disposition for the purpose of acquiring or constructing, assets (including a controlling stake in any Restricted Subsidiary shall consummate any Asset Sale unless Person directly or indirectly holding assets) to be used by such Borrower in the same or related lines of business; (iv) sales, transfers, leases or other dispositions of Material Tangible Assets not otherwise permitted pursuant to subsections (i) the Company through (iii) above, provided that each such sale, transfer, lease or such Restricted Subsidiary receives consideration other disposition under this subsection (iv) is for fair market value and at the time of such Asset Sale at least equal transaction and after giving effect thereto (A) the aggregate book value of such Material Tangible Assets subject to all such dispositions made after the date hereof pursuant to this subsection (iv) (calculated, in the case of each such disposition, by reference to the fair market value, as determined financial statements of each Borrower referred to in good faith by the Board of Directors, of the shares Section 9.6(a) or assets subject to such Asset Sale (including the value of any noncash considerationb), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be, most recently delivered to the Administrative Agent prior to the date of such disposition) does not exceed in the aggregate in any fiscal year the sum of U.S.$200,000,000 (computed, prior to the Transaction Merger Date, on a combined basis as set forth herein. For to Hylsa and IMSA and pro rated, in the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) case of the Company fiscal year ending in 2007, for the number of days in such fiscal year from and after the date hereof) plus the Asset Sale Carryover Amount with respect to the previous fiscal year and (B) no Default or any Restricted Subsidiary (but not Event of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to Default shall have occurred and be liable, directly or indirectly, as a result of such Asset Salecontinuing; and (yv) securities received by the Company sales, transfers, leases or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock other dispositions of any Subsidiary Material Tangible Assets to any Wholly-Owned Subsidiary or Person if, prior to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time consummation of such Asset Sale at least equal transaction, the applicable Borrower delivers to the fair market value of Administrative Agent a certificate demonstrating in reasonable detail that, after giving pro forma effect to such transaction, the shares or assets so disposed of as determined Borrowers would reasonably be expected to be in good faith by the Board of Directorscompliance with Sections 9.10 and 9.11.

Sales of Assets. Except as listed on Schedule 8.5 (subject to the provisions set forth below) or on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied) or the Silverthorne/Lebanon Transaction, no Borrower Group Member shall sell, transfer, convey or otherwise dispose of any assets or properties (including any interest in the Expanded Properties or equity interests, direct or indirect, in the Expanded Property Owners) without the prior written consent of Lender. So long as no Event of Default shall have occurred and be continuing, Lender shall upon prior written notice from Borrower grant a consent to the sale of any asset listed on Schedule 8.5 at the time such sale closes so long as (a) Neither the Company nor any Restricted Subsidiary Asset Disposition Net Proceeds, the calculation of which shall consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal be subject to the fair market valueLender's reasonable approval, as determined are in good faith by the Board of Directors, excess of the shares or assets subject minimum amount set forth for such asset on Schedule 8.5, and are applied to such Asset Sale (including repay the value of any noncash considerationNote and the Additional Fee as set forth in Section 2.7(b)(i), (iib) with respect the sale contract and other sale documents do not create any material liabilities, direct or indirect, on the part of any Borrower Group Member, other than on the part of the selling entity, and then only to the extent the Borrower demonstrates to the Lender's reasonable satisfaction that such liabilities shall be capable of satisfaction without giving rise to any Asset Sale involving total consideration need for funding from any other Borrower Group Members, and (c) in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% the case of the consideration therefor (exclusive proposed sale of indemnities any outlot or other sale of less than an entire parcel of property, that Borrower demonstrates.........................67 8.5 to Lender's reasonable satisfaction that all appropriate easement and assumptions of liabilities other than Indebtedness) received rights are retained by the Company remaining parcel over the asset to be conveyed, that no Leases or contracts binding upon any Borrower Group Members at the remaining parcel require any control of the conduct of business or other occurrences upon the parcel being conveyed, that all necessary subdivision and zoning approvals for the separate conveyance, ownership and operation of the parcels have been obtained and that the remaining parcel shall continue as a conforming use and structure in compliance with all Legal Requirements, and that such Restricted Subsidiary is conveyance shall not render the remaining parcel a legal non-conforming use or structure or result in the form continuing compliance of cash and (iii) an amount equal to one hundred percent (100%) such remaining parcel with Legal Requirements being dependent upon the existence or development of the Net Available Cash is applied by the Company (any parking or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company other improvements or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither landscaping, open space, wetlands or other conditions upon the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.parcel being conveyed...........................................................68 8.6

Sales of Assets. The Company covenants that it will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise dispose of (aother than transfers permitted by paragraph 6G and sales in the ordinary course of business) Neither the Company nor any Restricted Subsidiary shall consummate any Asset Sale unless (i) assets of the Company or such Restricted any Subsidiary receives consideration at the time of such Asset Sale at least equal to the (herein called a "Disposition") except for fair market value, value (as determined in good faith by the Board board of Directors, directors of the shares Company) and unless, after giving effect thereto, either (x) the Company could incur an additional $1 of Debt pursuant to the provisions of paragraph 6C(iv) or assets subject to such Asset Sale (including y) the value aggregate net proceeds of any noncash considerationDispositions consummated on or after the date hereof at a time when the provisions of clause (x) are not applicable ("Disposition Proceeds") do not exceed $5,000,000 (the "Disposition Limit"), provided that for purposes of this clause (iiy) with respect there shall be excluded the net proceeds realized upon any Disposition if and to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received extent such net proceeds are applied by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such a Subsidiary, as the case may be, within 360 days after the effective date of such Disposition (i) as set forth herein. For to reinvest in properties or assets used in the purposes Core Business of this Sectionthe Company and its Subsidiaries (either through capital expenditures or acquisitions, the following are deemed but not including for such purpose Investments other than Investments in Subsidiaries and in Persons engaged in a Core Business) or (ii) to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) repay senior unsubordinated Debt of the Company or any Restricted Subsidiary (but not of any Unrestricted a Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue , other than Debt owed to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Affiliate or Subsidiary from such transferee that are promptly converted of the Company. If the Disposition Proceeds exceed the Disposition Limit, the Company shall be required to make an offer to prepay Notes in an amount equal to all Disposition Proceeds (less the Bank Allocation Amount) pursuant to paragraph 4F (a "Proceeds Payment Offer") with a Debt Reduction Prepayment Date occurring no later than 65 days after the date the Disposition Limit is exceeded. The "Bank Allocation Amount" for purposes of the foregoing shall be an amount equal to the principal amount of Loans (as defined in the New Bank Facility) required to be prepaid by the Company or such Restricted Subsidiary into cash. Nothing in this pursuant to Section 4.07 shall prohibit 2.09(b)(1) of the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transferNew Bank Facility. The Company shall agrees that it will not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value modify or amend Section 2.09(b)(1) of the shares New Bank Facility (or assets any definition or provision in the New Bank Facility) which would change the amount of Loans (as defined therein) so disposed of required to be prepaid. Upon making a Proceeds Payment Offer as determined in good faith by aforesaid, the Board of DirectorsDisposition Proceeds relating thereto shall no longer be considered Disposition Proceeds for the purposes hereof.

Sales of Assets. Upon receipt of the proceeds of the sale or other disposition of any Equipment, or if any of the Equipment is damaged, destroyed or taken by condemnation in whole or in part, the proceeds thereof (asuch proceeds, "CASH PROCEEDS") Neither shall be paid by the Company nor Borrowers on a joint and several basis to Lender as a mandatory prepayment of the Term Loan or the Capital Expenditure Loan which was advanced against the value and for the purchase of such asset, such payment to be applied against the remaining installments of principal in the inverse order of their maturities until such Term Loan or Capital Expenditure Loan is repaid in full, and then shall be applied to any Restricted Subsidiary remaining installments of principal of any other outstanding Capital Expenditure Loan, in the inverse order of their respective maturities until repaid in full, and then, upon repayment in full of the Term Loan and all outstanding Capital Expenditure Loans, shall consummate be applied to the other Liabilities, as determined by Lender, in its sole discretion, exercised in a commercially reasonable manner; PROVIDED, that, with respect to no more than One Hundred Thousand and No/100 Dollars ($100,000) of aggregate Cash Proceeds in any Asset Sale unless one Fiscal Year, such Cash Proceeds shall not be required to be so applied on such date so long as (i) the Company no Default or Event or Default exists on such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration)date, (ii) the Borrowers deliver a certificate on or prior to such date to Lender stating that such Cash Proceeds shall be used to purchase Equipment to be used in the ordinary course of business in compliance with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars this Agreement within ninety ($2,500,000), at least 80% of 90) days following the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) date such Cash Proceeds are received by the Company or such Restricted Subsidiary is in the form of cash a Borrower and (iii) an amount equal such Cash Proceeds shall be placed in a cash collateral account with LaSalle Bank until such time as they are so used; PROVIDED, FURTHER, that if all or any portion of such Cash Proceeds which are not being applied to one hundred percent (100%) the repayment of either the Net Available Cash is applied by Term Loan or Capital Expenditure Loans pursuant to the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes previous proviso of this SectionSUBSECTION 4(D)(IV)(A) are not used for the purchase of Equipment within such ninety (90) day period, the following are deemed to such remaining portion thereof shall be cash: (x) any Indebtedness (as reflected applied on the Company's consolidated balance sheet) last day of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, such period as a result of such Asset Sale; and (y) securities received by the Company or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing mandatory prepayment in accordance with this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of DirectorsSUBSECTION 4(D)(IV)(A).

Sales of Assets. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of, any of its assets except (a) Neither inventory in the Company nor ordinary course of business, (b) obsolete or worn-out assets, (c) asset sales in which the Net Cash Proceeds from the disposition thereof (to the extent not applied pursuant to clause (f) hereof) are reinvested, within 270 days after such disposition, in productive tangible assets used in the business of the Borrower and its Subsidiaries, and provided that the aggregate amount of Net Cash Proceeds outstanding and pending reinvestment pursuant to this clause (c) shall not exceed $5,000,000 at any Restricted Subsidiary shall consummate any Asset Sale unless time, (d) assets (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), (ii) with respect to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), at least 80% of the consideration therefor (exclusive of indemnities and assumptions of liabilities other than Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%) of the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, obtained as a result of such Asset Sale; mergers, consolidations and Acquisitions permitted under this Agreement and (yii) securities received by that are unnecessary to the Company business operations of the Borrower and its Subsidiaries, including those assets acquired in the Fieldcrest Cannxx Xxxnsaction and set forth on Schedule 10 hereto, (e) sales and dispositions (i) from any of the Borrower's Domestic Subsidiaries to the Borrower or any Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company of its Domestic Subsidiaries or any Subsidiary from transferring assets, properties or of the Borrower's Foreign Subsidiaries of which at least 65% of whose Capital Stock has been pledged to secure the Obligations and (ii) from any of any Subsidiary to any Wholly-Owned Subsidiary or its Foreign Subsidiaries to the CompanyBorrower or any of its Subsidiaries, nor shall and (f) asset sales the provisions Net Cash Proceeds of this which are applied in accordance with Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors2.5(b) hereof.

Sales of Assets. (a) Neither Except as otherwise provided in this section, Borrower will not sell or dispose of any of its assets material to the Company nor any Restricted Subsidiary operation of its business, unless the prior written consent of the Bank has been obtained. The Bank shall consummate any Asset Sale unless provide such consent if the Borrower (i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal certifies to the Bank that such assets have become inadequate, worn out, unprofitable or unnecessary for the Borrower’s operations, or certifies to the Bank that such assets shall be alienated, transferred, assigned, sold or otherwise disposed of at not less than one hundred percent of the greater of the full book value or fair market value, as determined in good faith by the Board of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash consideration), thereof; and (ii) with respect certifies to any Asset Sale involving total consideration in excess of Two Million Five Hundred Thousand Dollars ($2,500,000)the Bank that such alienation, at least 80% assignment, transfer, sale or disposal will not materially impair the ability of the consideration therefor Borrower to operate its normal programs and services and will not impair the ability of the Borrower to make full and timely payments when due under this Agreement. Borrower may sell or dispose of the following assets, without the Bank’s consent: (exclusive of indemnities and assumptions of liabilities other than IndebtednessA) received by the Company or such Restricted Subsidiary is obsolete assets no longer useful in the form ordinary course of cash its business; (B) assets which constitute personalty, and are not any of (iiii) an amount equal fixed assets or fixtures or (ii) realty; (C) real property sold or donated to one hundred percent public entities for conservation purposes, provided the Borrower’s operations are not materially impaired by any such sale or donation; (100%D) of assets acquired after the Net Available Cash is applied by the Company (or such Subsidiary, as the case may be) as set forth herein. For the purposes date of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) of the Company Agreement by a purchase money mortgage or any Restricted Subsidiary (but not of any Unrestricted Subsidiary) for which neither the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Salepurchase money security interest; and (yE) securities received by assets transferred in the Company Borrower’s merger with an Affiliate or a regulated water utility, as long as the surviving entity shall have all of Borrower’s obligations under the Related Documents. Also, only while the First Mortgage Indenture is in effect, the Borrower may sell or dispose of the assets permitted to be transferred under Article 10 of the First Mortgage Indenture, without the Bank’s consent, as long as all restrictions and conditions in the First Mortgage Indenture shall apply to such transfer and if Borrower is selling or exchanging any Restricted Subsidiary from such transferee that are promptly converted by assets pursuant to Section 10.4 of the Company or such Restricted Subsidiary into cash. Nothing First Mortgage Indenture, then in this Section 4.07 addition to meeting all of the conditions in the First Mortgage Indenture, Borrower shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or also provide to the Company, nor shall the provisions of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors.Bank:

Sales of Assets. Each Borrower shall, on each date on which such Borrower or any of its Subsidiaries receives any Net Cash Proceeds from the sale, lease, transfer or other disposition (aeach, a "Disposition") Neither the Company nor of any Restricted Subsidiary shall consummate any Asset Sale unless (i) the Company or such Restricted Subsidiary receives consideration at the time asset of such Asset Sale at least Borrower or any such Subsidiary (other than sales of assets in the ordinary course of business and any exchange of assets permitted by Section 5.02(e)(iv)), prepay an aggregate principal amount of the A Advances comprising part of the same A Borrowings equal to such Net Cash Proceeds (or, if less, the fair market value, as determined in good faith by the Board aggregate unpaid principal amount of Directors, of the shares or assets subject to such Asset Sale (including the value of any noncash considerationall A Advances), together with accrued interest to the date of such prepayment on the principal amount prepaid and all amounts then owing under Section 9.04(b) in respect of such prepayment. Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment pursuant to this paragraph (iib)(i) with respect to the Net Cash Proceeds from any Asset Sale involving total consideration Disposition (a "Relevant Disposition") if (1) the applicable Rate Ratio is less than or equal to 5.0:1 on the date of receipt of such Net Cash Proceeds, (2) such Borrower advises the Agent at the time the Net Cash Proceeds from such Relevant Disposition are received that it intends to reinvest such Net Cash Proceeds in excess replacement assets pursuant to a transaction permitted under Section 5.02(f) hereof, (3) such Net Cash Proceeds are in fact committed to be reinvested by such Borrower pursuant to a purchase contract providing for the acquisition of Two Million Five Hundred Thousand Dollars such replacement assets that is executed by such Borrower ($2,500,000), or any of its Subsidiaries) and the related seller within 180 days from the date of such Relevant Disposition and (4) the acquisition of such replacement assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If at least 80% any time after the occurrence of a Relevant Disposition and prior to the acquisition of the consideration therefor related replacement assets the 180-day period provided in clause (exclusive of indemnities and assumptions of liabilities other than Indebtedness3) received by the Company or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to one hundred percent (100%4) of the Net Available Cash is applied by preceding sentence shall elapse without execution of the Company related purchase contract (or such Subsidiary, as in the case may beof said clause (3)) as set forth herein. For or the purposes of this Section, the following are deemed to be cash: (x) any Indebtedness (as reflected on the Company's consolidated balance sheet) occurrence of the Company or any Restricted Subsidiary related acquisition (but not in the case of any Unrestricted Subsidiary) for which neither said clause (4)), then such Borrower shall immediately prepay the Company nor any Restricted Subsidiary will continue to be liable, directly or indirectly, as a result of such Asset Sale; and (y) securities received by A Advances in the Company or any Restricted Subsidiary from such transferee that are promptly converted by amount described in the Company or such Restricted Subsidiary into cash. Nothing in this Section 4.07 shall prohibit the Company or any Subsidiary from transferring assets, properties or Capital Stock of any Subsidiary to any Wholly-Owned Subsidiary or to the Company, nor shall the provisions first sentence of this Section be applicable to any such transfer. The Company shall not permit any Unrestricted Subsidiary to make any Asset Sale unless such Unrestricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets so disposed of as determined in good faith by the Board of Directors2.10(b)(i)."