Common use of Sales, Etc Clause in Contracts

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion).

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign or otherwise dispose ofof any of its assets, or permit any of its Subsidiaries to sell, lease, transfer transfer, assign or otherwise dispose of, of any of its assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: except (i) sales sales, leases, transfers and leases assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Aggregate Commitment and prepayment of Advances pursuant to Section 2.6 and Section 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the ordinary course aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its business Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the granting Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, and (ix) sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, contracts and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized accounts receivable by Section 5.02(d) (other than subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no event shall the Borrower Unmatured Default or any Guarantor sell, transfer or otherwise dispose Event of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion)thereto.

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

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases in the ordinary course case of the Borrower and its business Subsidiaries, sales of Inventory, and the granting licensing of any option or other right patents and trademarks of the Borrower and its Subsidiaries to purchasemanufacturers of their Inventory, lease or otherwise acquire assets in each case in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (the case of the Borrower and its Subsidiaries, sales or other than subsection (iv) thereof)disposals of obsolete or worn-out equipment or other assets in the ordinary course of business; (iii) sales, transfers or other dispositions in the case of assets among the Borrower and its Subsidiaries; provided that , in no event shall the Borrower or any Guarantor sell, transfer or a transaction otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i5.02(c); (iv) sales, transfers or other dispositions sales of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to by the Borrower or such Subsidiary any of its Subsidiaries for cash and for fair value in an aggregate amount not to exceed $2,500,000 in any such asset and related assets shall be no less than Fiscal Year, provided that the fair market value Borrower shall, on the third Business Day following the date of such asset and related assets at the time receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such sale, transfer or dispositionprepay the Advances pursuant to, (B) at least 75% and in the amount and order of the purchase price for priority set forth in, Section 2.06(b)(ii), and provided further that immediately before and immediately after giving pro forma effect to any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) sale, no Default shall have occurred and be continuing or would result from any such sale, transfer or other dispositioncontinuing; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii);and (v) sales, transfers sales or other dispositions transfers of assets, so long as (A) assets from the purchase price paid Borrower or any of its Subsidiaries to the Borrower or such a wholly owned domestic Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any , provided that, prior to such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower transfer, such wholly owned domestic Subsidiary shall be or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (shall become a party to the extent of Security Agreement and shall have executed and delivered to the cash received in that conversion)Administrative Agent a Subsidiary Guaranty.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, other than Inventory to be sold in the ordinary course of its business, except: (i) (A) sales and leases of Inventory in the ordinary course of its business and the granting (B) sales and leases of any option or other right to purchaseassets, lease or otherwise acquire assets including, without limitation, fiber sales in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment business consistent with prudent business practice for upgraded like equipment to be received within six months of such trade-companies engaged in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrumsimilar businesses; (ii) in a transaction authorized by Section 5.02(d) (other than subsection clause (iviii) thereof); (iii) sales, transfers or other dispositions sales of assets among for cash and for fair value (A) in an aggregate amount not to exceed (1) $50,000,000 in any Fiscal Year beginning prior to the Borrower date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, or (2) $75,000,000 in the aggregate for all such sales occurring at any time prior to the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, and its Subsidiaries; provided that (B) in no event shall an aggregate amount not to exceed $10,000,000 in any Fiscal Year beginning after the Borrower date on which all Obligations under the First Lien Loan Documents or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i)the Refinanced First Lien Loan Documents have been paid in full; (iv) sales, transfers or other dispositions sales of assets obsolete equipment for cash in an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant amount not to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as 25,000,000; (Av) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such salelease, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers by the Parent or other dispositions any Subsidiary of assets, so long as (A) the purchase price paid Parent to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000a Loan Party; and (vi) assignments, sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the other dispositions at fair market value of such business segmentaccounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Bankruptcy Code; provided, division or series that in the case of related sales of assets at the time of such sale, pursuant to clause (Biii) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid above which (A) occur prior to the Borrower date on which all Obligations under the First Lien Loan Documents or such Subsidiary the Refinanced First Lien Loan Documents have been paid in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such salefull, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of Borrower shall, on the date of such sale; provided further that receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to, and in the amount and order of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv)priority set forth therein, (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to all such obligations have been satisfied, prepay the Borrower or any Affiliate Advances pursuant to, and in the amount and order of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest priority set forth in, Section 2.05(b)(ii), as specified therein, and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) occur after the date on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any securitiesLoan Party or any of its Subsidiaries of the Net Cash Proceeds from such sale, notes prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.05(b)(ii), as specified therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other obligations received by right to purchase or otherwise acquire any Equity Interests in the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion)Parent.

Sales, Etc. of Assets. SellUntil either (x) the Company has an Investment Grade Rating or (y) (1) the Public Debt Ratings are at least BB+ by S&P and Ba1 by ▇▇▇▇▇'▇ and (2) the ratio of Covenant Debt of the Company and its Subsidiaries at such date to Consolidated EBITDA of the Company and its Subsidiaries for the most recently completed four consecutive fiscal quarters is less than 3.00 to 1.00, sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assetsassets (unless such option is conditioned upon approval of the Required Lenders or termination of this Agreement), except: except (i) sales and leases in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire assets inventory in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(dsubsection (b) of this Section, (other than subsection iii) in transactions between or among the Company and its Wholly-Owned Subsidiaries, (iv) thereof); (iii) salesdispositions of obsolete or worn-out tools, transfers equipment or other property no longer used or useful in business and sales of intellectual property determined to be uneconomical, negligible or obsolete, (v) licenses and sub-licenses of intellectual property incurred in the ordinary course of business, (vi) dispositions of Marketable Securities, (vii) sales of accounts receivable to the extent permitted by Section 5.02(a)(v), (viii) leases of real property and (ix) (1) sales of the Organic Peroxides business, the EPDM and Rubber Chemicals business and certain other businesses identified to the Lenders in a letter from the Company dated May 16, 2007 (so long as, to the extent that there are Advances outstanding, the net cash proceeds of the sales of the businesses referred to in this clause (1) are used to prepay such Advances), and (2) other sales of assets among the Borrower and its Subsidiaries; for fair value in an aggregate amount not to exceed $250,000,000 in any year, provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive case of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds sale of any such sale, transfer asset in a single transaction or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions a series of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year transactions pursuant to this clause (vix)(2) shall not exceed in an aggregate amount exceeding $10,000,000; and (vi) sales of the assets of one or more business segments50,000,000, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series asset shall have been determined in good faith by the Board of related assets at the time of such sale, (B) at least 75% Directors of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion)Company.

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose ofof all or any substantial part of its assets, or permit any of its Subsidiaries the other Loan Parties (other than CMS ERM) to sell, lease, transfer transfer, or otherwise dispose of, of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or grant subsection (j) below, provided, further, that neither such Borrower nor any option or of the other right to purchaseLoan Parties (other than CMS ERM) shall sell, lease assign, transfer, lease, convey or otherwise acquire dispose of any assetsproperty, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the Collateral Agent, (ii) cash consideration resulting from such sale shall be (x) in an amount determined by such Borrower for any sale the consideration of which is $10,000,000 or less, or, together with all other such sales under this clause (x), $25,000,000 or less, or (y) for all other sales, not less than 90% of the aggregate consideration resulting from such sale, and leases (iii) such Borrower complies with the mandatory prepayment provisions set forth in Section 2.03 (c); (B) the transfer of property from a Loan Party to any Loan Party; (C) the transfer of property constituting an investment otherwise permitted under Section 8.02(d); (D) the sale of electricity and natural gas and other property in the ordinary course of the Company's and its business Subsidiaries respective businesses consistent with past practice; (E) any transfer of an interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided, that such transfer qualifies as a legal sale and as a sale under GAAP and the granting incurrence of such Off-Balance Sheet Liabilities is permitted under Section 8.02(o); (F) the transfer of property constituting not more than two percent (2%) of the ownership interests held by the Company and its Subsidiaries as of the Closing Date in CMS International Ventures, L.L.C. to CMS Energy Foundation and/or Consumers Foundation and/or any option other third-party 501(c)(3) charitable organization; and (G) the disposition of equipment if such equipment is obsolete or other right to purchase, lease or otherwise acquire assets no longer useful in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s 's or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion)'s business.

Sales, Etc. of Assets. SellExcept as otherwise expressly set forth in Section 6.4 with respect to transfers or other dispositions between the Borrower and any of its Subsidiaries or between or among such Subsidiaries, sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (ia) sales and leases Sales of Inventory in the ordinary course of its business and the granting business; (b) Sales of any option obsolete or other right to purchase, lease surplus Equipment or otherwise acquire assets Equipment which is no longer useful in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (iic) in a transaction authorized by Section 5.02(d) Sales of assets (other than subsection an asset included in Section 6.5(a), (ivb), (d), (e), (f) thereof); or (iiig) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall which in any Fiscal Year does not exceed $50,000,0001,000,000 and provided that no such sale shall be made if (A) such sale would impair the value or composition of the Collateral beyond the dollar value of the asset sale in any material respect, or (B) Default or Event of Default then exists or would exist after giving effect thereto; (d) The sale of any fixed asset by the Borrower or any of its Subsidiaries (other than an asset included in Section 6.5(a), (b), (c) or (f)) so long as (Ai) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (Bii) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition cash and (Diii) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets during sold by the same Borrower and its Subsidiaries (other than an asset included in Section 6.5(a), (b), (c) or (f)) in any Fiscal Year pursuant to this clause (vd) shall not exceed $10,000,0001,000,000; and provided that no such sale shall be made if (A) such sale would impair the value or composition of the Collateral beyond the dollar value of the asset sale in any material respect, or (B) Default or Event of Default then exists or would exist after giving effect thereto; provided that in the case of sales of assets pursuant to Section 6.5 (c) or (d) the Borrower shall, on the date of receipt thereof, apply the entire Net Cash Proceeds from such sale in accordance with Section 2.6(b)(ii); (e) Sell or liquidate Cash Equivalents in the ordinary course of business; (f) Sale of Premier's assets which are unrelated to classic video or old-time radio; (g) Sales of accounts receivable not exceeding $250,000 during any fiscal year of the Borrower for collection in the ordinary course of business, but not from and after the occurrence of a Default or Event of Default; and (vih) sales Transactions in the ordinary course of the assets business including, without limitation, relating to rental, lease or licensing of one or more business segments, divisions or series of related assets that generate more than $50,000,000 customer lists and programs and similar rights to third party users in any transaction, so long as (A) the purchase price paid to which revenues are shared by the Borrower (or such Subsidiary for any such business segment, division or series one of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(ivits Subsidiaries), (v) and (vi), provided that in respect of each of the following shall be deemed to be cash: (A) foregoing, no rights in any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, assets of the Borrower or any Subsidiary (other than contingent liabilities, Debt of its Subsidiaries shall be granted to any person that is by its terms subordinated to would limit the Obligations Borrower's rights in such assets in any materially adverse way or unsecured and liabilities to the extent owed Administrative Agent's rights with respect thereto in any materially adverse way or that would diminish the value of the assets to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets its Subsidiaries or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (its value as collateral to the extent of the cash received Administrative Agent in that conversion)any materially adverse way.

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases Dispositions of assets in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof); (iii) sales, transfers the sale or other dispositions issuance of assets among the Borrower and its Subsidiaries; provided that in no event shall Equity Interests of any Subsidiary to the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i)Restricted Subsidiary; (iv) sales, transfers the Disposition of other assets by the Borrower or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, any Restricted Subsidiary so long as (A) the purchase price paid to the Borrower or such Restricted Subsidiary for any such asset and related assets shall be no not less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets asset shall be paid to the Borrower or such Restricted Subsidiary in cash and/or or Cash Equivalents, (C) no Default the aggregate purchase price paid to the Borrower and all of its Restricted Subsidiaries for such asset and all other assets sold by the Borrower and its Restricted Subsidiaries during the same Fiscal Year pursuant to this clause (iv) shall have occurred and be continuing or would result from such any such sale not exceed $1,000,000 and (D) immediately after giving effect to such sale, all of the pro forma Leverage Ratio at the time proceeds of such sale shall be no greater than 4.50 are reinvested in substitute or other assets used or useful in the Borrower’s business or applied to 1.00 as calculated by taking into account (x) EBITDA for prepay the four Fiscal Quarter period most recently then ended for which financial statements have been delivered Advances pursuant to Section 5.03(b)(iii2.06(b)(ii) or (c)(ii); and (v) as if such the (direct or indirect) sale had been consummated as of real property acquired pursuant to Section 5.02(f)(xi) to (A) G▇▇▇ for no less than the first day of the fiscal period covered thereby and aggregate Cost Basis or (yB) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied an unaffiliated third party in accordance with Section 2.06(b)(ii). For purposes 5.01(s) for fair market value and consideration consisting of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be at least 95% cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion).

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases of Inventory in the ordinary course of its business business, (ii) any intercompany transfers necessary to consummate the Restructuring, (iii) in a transaction authorized by subsection (d) of this Section, (iv) sales of assets for cash and for fair value (as determined by (x) in the granting case of a sale for cash consideration of less than or equal to $2,000,000, a person authorized by the Borrower's board of directors and (y) in all other cases, the Borrower's board of directors) in an aggregate amount not to exceed $50,000,000 in any Fiscal Year, (v) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) purchase any asset in a transaction authorized by Section 5.02(d) (other than subsection which would be permitted under the provisions of clauses (iv) thereof);above, (iiivi) salesleases to current or future franchisees of the Borrower on terms consistent with prudent business practice, transfers and (vii) leases or other dispositions subleases of properties with an aggregate value (which value shall be the appraised value, if appraised, or cost) not to exceed $20,000,000 (excluding properties currently being leased or subleased), in each case on terms consistent with prudent business practice, provided that in the case of sales of assets among pursuant to clauses (iv) above, the Borrower shall, (except as provided in Section 2.06(b)(ii)) within five Business Days following receipt by the Borrower or any of its Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances pursuant to, and its Subsidiariesin the amount and order of priority set forth in, Section 2.06(b)(ii), as specified therein; provided further that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one listed on Schedule 2.06 (or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any personal property located on such business segmentassets) be sold, division transferred or series otherwise disposed of related assets shall without the prior written consent of Columbus Bank and Trust Company (which consent may be paid to the Borrower or such Subsidiary withheld in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversionsole discretion).

Sales, Etc. of Assets. Sell, lease, transfer transfer, assign, or otherwise dispose ofof all or any substantial part of its assets, or permit any of its Subsidiaries the other Loan Parties (other than CMS ERM) to sell, lease, transfer transfer, or otherwise dispose of, of all or any substantial part of its assets, except to give effect to a transaction permitted by subsection (h) above or grant subsection (j) below, provided, further, that neither such Borrower nor any option or of the other right to purchaseLoan Parties (other than CMS ERM) shall sell, lease assign, transfer, lease, convey or otherwise acquire dispose of any assetsproperty, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: (A) the sale of property for consideration not less than the Fair Market Value thereof so long as (i) any non-cash consideration resulting from such sale shall be pledged or assigned to the Collateral Agent, for the benefit of the Lenders, pursuant to an instrument in form and substance reasonably acceptable to the Collateral Agent, (ii) cash consideration resulting from such sale shall be (x) in an amount determined by such Borrower for any sale the consideration of which is $10,000,000 or less, or, together with all other such sales under this clause (x), $25,000,000 or less, or (y) for all other sales, not less than 90% of the aggregate consideration resulting from such sale, and leases (iii) such Borrower complies with the mandatory prepayment provisions set forth in Section 2.03(c); (B) the transfer of assets from a Loan Party to any Loan Party; provided that if any such assets constitute Collateral prior to such transfer, such assets shall remain Collateral after giving effect to such transfer and prior to such transfer such Borrower shall, and shall cause each applicable Subsidiary to, execute and deliver to the Administrative Agent all agreements, instruments and documents as may be necessary or reasonably requested by the Administrative Agent to perfect the security interest of the Collateral Agent in such Collateral; (C) the transfer of property constituting an investment otherwise permitted under Section 8.02(d); (D) the sale of electricity and natural gas and other property in the ordinary course of the Company's and its business Subsidiaries respective businesses consistent with past practice; (E) any transfer of an interest in receivables and related security, accounts or notes receivable on a limited recourse basis in connection with the incurrence of Off-Balance Sheet Liabilities, provided, that such transfer qualifies as a legal sale and as a sale under GAAP and the granting incurrence of any option such Off-Balance Sheet Liabilities is permitted under Section 8.02(n); and (F) the disposition of equipment if such equipment is obsolete or other right to purchase, lease or otherwise acquire assets no longer useful in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof); (iii) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s 's or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion)'s business.

Sales, Etc. of AssetsOF ASSETS. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, assets or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (ia) sales and leases of any property (including Inventory) in the ordinary course of its business and the granting business; (b) sales of any option obsolete, worn out or other right to purchase, lease or otherwise acquire assets surplus property in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (iic) in a transaction authorized as permitted by Section 5.02(d) (other than subsection (iv) thereof6.3(b); (iiid) sales, transfers sales of property or other dispositions assets acquired in the Acquisition; (e) the abandonment or other disposition of assets among patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i)Subsidiaries taken as a whole; (ivf) sales, transfers or other dispositions sales of assets for (other than an aggregate purchase price whichasset included in Section 6.4(a), exclusive of (b), (c), (d), (e) or (g) the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi), shall which in any Fiscal Year does not exceed $50,000,0001,000,000; (g) the sale of any asset by the Borrower or any of its Subsidiaries (other than an asset included in Section 6.4(a), so (b), (c), (d), (e) or (f)) long as (Ai) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (Bii) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition cash and (Diii) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such asset and all other assets during sold by the same Fiscal Year pursuant to this clause Borrower and its Subsidiaries (vother than an asset included in Section 6.4(a), (b), (c) or (d)) shall not exceed $10,000,00015,000,000 in any twelve month period measured from the end of the month in which such sale occurs; and (vi) PROVIDED that in the case of sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the pro forma Leverage Ratio at the time of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) as if such sale had been consummated as of 6.4(g), the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of Borrower shall, on the date of such sale; provided further that receipt thereof, apply the entire Net Cash Proceeds of any from such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion2.6(b)(i).

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire assets in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, exchange and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereof) or Section 5.02(f); (iii) sales, transfers or other dispositions of assets among the Borrower and its SubsidiariesLoan Parties; provided that in no event shall the Borrower or any Guarantor that is not an Immaterial Subsidiary sell, transfer or otherwise dispose of assets to an Excluded Immaterial Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) [reserved]; (v) sales, transfers or other dispositions of assets for an aggregate purchase price which, exclusive of the aggregate purchase price of assets sold pursuant to Section 5.02(e)(vi5.02(e)(vii), shall not exceed $50,000,000, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition; provided further that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (vvi) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such sale, transfer or disposition, (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (vvi) shall not exceed $10,000,000; and (vivii) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately after giving effect to such sale, the Borrower and its Subsidiaries shall be in pro forma Leverage Ratio at compliance with all of the time covenants set forth in Section 5.04, such compliance to be determined on the basis of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) EBITDA for the four Fiscal Quarter period financial statements most recently then ended for which financial statements have been delivered to the Administrative Agent and the Lender Parties pursuant to Section 5.03(b)(iii5.03(b) or (c)(iic) as if though such sale had been consummated as of the first day of the fiscal period covered thereby and (y) Consolidated Debt for Borrowed Money as of the date of such salethereby; provided further that the Net Cash Proceeds of any such sale are applied in accordance with Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion).

Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose ofof (including by any sale and leaseback transaction), or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose ofof (including by (A) any sale and leaseback transaction or (B) an allocation of assets among newly divided limited liability companies pursuant to a “plan of division” under the Delaware Limited Liability Company Act), any assets, or grant any option or other right to purchase, lease or otherwise acquire, or permit any of its Subsidiaries to grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales and leases of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire assets Inventory in the ordinary course of its business, sales of used or obsolete equipment, trade-ins or exchanges of used or obsolete equipment for upgraded like equipment to be received within six months of such trade-in or exchange, and exchanges or dispositions of or indefeasible rights to use fiber or Spectrum; (ii) the sale, liquidation, or other disposition of assets under the Company’s Non-Qualified Deferred Compensation Plan when made for the purpose of distribution to participants, (iii) in a transaction authorized by Section 5.02(d) (other than subsection (iv) thereofSection 5.02(d)(iii); (iii) sales, transfers or other dispositions of assets among the Borrower and its Subsidiaries; provided that in no event shall the Borrower or any Guarantor sell, transfer or otherwise dispose of assets to an Excluded Subsidiary unless such transaction is permitted under Section 5.02(f)(i); (iv) sales, transfers or other dispositions of assets for an aggregate purchase price whichamong the Borrower and Guarantors; (v) dispositions of surplus, exclusive damaged, obsolete or worn out property or property no longer used or useful in the business of the aggregate purchase price Borrower or its Subsidiaries, whether now owned or hereafter acquired; (vi) dispositions of assets sold pursuant to Section 5.02(e)(vi), shall not exceed $50,000,000, accounts resulting from the compromise or settlement thereof in the ordinary course of business; and (vii) so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value Event of such asset and related assets at the time of such sale, transfer or disposition, (B) at least 75% of the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents and (C) no Default shall have occurred and be continuing or would result from and the Borrower and its Subsidiaries shall be in Pro Forma Compliance with Section 5.04 and shall receive at least 75% cash therefor, the Borrower and any such saleGuarantor may sell, lease, transfer or other disposition; provided further that otherwise dispose of assets (including real property) with an aggregate fair market value over the Net Cash Proceeds term hereof not to exceed, at the time of any such sale, transfer or other disposition are applied in accordance with Section 2.06(b)(ii); (v) sales, transfers or other dispositions of assets, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such asset and related assets shall be no less than the fair market value of such asset and related assets at the time of such salelease, transfer or disposition, disposal (B) the purchase price for any such asset and related assets shall be paid to the Borrower or such Subsidiary solely in cash, (C) no Default shall have occurred and be continuing or would result from any such sale, transfer or other disposition and (D) the aggregate purchase price paid to the Borrower and all of its Subsidiaries for such assets during the same Fiscal Year pursuant to this clause (v) shall not exceed $10,000,000; and (vi) sales of the assets of one or more business segments, divisions or series of related assets that generate more than $50,000,000 in any transaction, so long as (A) the purchase price paid to the Borrower or such Subsidiary for any such business segment, division or series of related assets shall be no less than the fair market value of such business segment, division or series of related assets at the time of such sale, (B) at least 75% of the purchase price for any such business segment, division or series of related assets shall be paid to the Borrower or such Subsidiary in cash and/or Cash Equivalents, (C) no Default shall have occurred and be continuing or would result from such any such sale and (D) immediately measured after giving effect to such salethereto), the pro forma Leverage Ratio at the time greater of such sale shall be no greater than 4.50 to 1.00 as calculated by taking into account (x) $225,000,000 and (y) 100.0% of Consolidated EBITDA for (as of the four Fiscal Quarter period last day of the most recently then ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.03(b)(iii5.03(b) or 5.03(c)). For the avoidance of doubt, none of (c)(iiw) as if such the sale had been consummated as of any Permitted Convertible Indebtedness, (x) the first day sale of the fiscal period covered thereby and or entry into any Permitted Warrant Transaction, (y) Consolidated Debt for Borrowed Money as the purchase of or entry into any Permitted Bond Hedge Transaction or (z) the performance by any Loan Party of its obligations under any Permitted Convertible Indebtedness, any Permitted Warrant Transaction or any Permitted Bond Hedge Transaction (including the settlement or termination of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction) is prohibited by, or will constitute usage of any of the date of such sale; provided further that the Net Cash Proceeds of any such sale are applied in accordance with baskets in, this Section 2.06(b)(ii). For purposes of Section 5.02(e)(iv), (v) and (vi), each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s or such Subsidiary’s most recent balance sheet, of the Borrower or any Subsidiary (other than contingent liabilities, Debt that is by its terms subordinated to the Obligations or unsecured and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written novation agreement that releases the Borrower or such Subsidiary from further liability therefor; provided that such liabilities were secured by such asset or Equity Interest and were required to be prepaid upon the sale of such asset or Equity Interest, and (B) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are (within 90 days of receipt and subject to ordinary settlement periods) converted by the Borrower or such Subsidiary into cash (to the extent of the cash received in that conversion5.02(e).