Asset Acquisitions. In addition to payment of the Montage Termination Fee as provided in Section 2, Montage also hereby agrees, that during the applicable Exclusivity Period (as defined below), it shall consider, and negotiate in good faith with respect to, any offer or offers made by Marigold (or its designated Affiliate) to purchase substantially all of the assets of Montage and its Affiliates primarily used or held for use in connection with the business and operation of the television broadcast stations set forth on [Schedule A] (the “Station Assets” and “Station Acquisitions”) and digital businesses set forth on [Schedule B] (the “Digital Assets”)and “Digital Asset Acquisitions”). The “Exclusivity Period” shall mean with respect to the Station Assets, 30 days following the date of this Agreement; and with respect to the Digital Assets, 60 days following the date of this Agreement.

Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

In the event the Gross Asset Value of any Company asset is adjusted pursuant to [subparagraph (b) or (d)])] of the definition of Gross Asset Value hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

Dispositions, including Asset Swaps, of any Oil and Gas Properties which are not Borrowing Base Properties;

Dispositions of Property or Asset Sales in compliance with ‎[Section 6.06] (other than clause (g) thereof);

any net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Borrower; and

Disposition of Assets At any time a Restriction Trigger Period is in effect or would result therefrom, make any Asset Disposition, except # a Permitted Asset Disposition, # Asset Dispositions of certain Accounts and certain related assets of Supplier or other Borrower in respect of the CNH Group Account Debtors or other vendors pursuant to the CNH Supplier Agreement or a similar Vendor Financing Agreement, or # a transfer of Property by a Subsidiary or Borrower to a Borrower; provided that, in the case of clause (c), if Collateral is transferred, then such transfer shall only be permitted if Agent maintains a first priority perfected security interest in the Collateral transferred. The Borrower Agent shall provide prompt written notice to Agent of any Asset Disposition consummated by a Borrower (describing in reasonable detail such Asset Disposition) other than with respect to Permitted Asset Dispositions. For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, there shall be no limitation on Asset Dispositions by Borrowers.

If the Borrower or any of its Subsidiaries shall at any time or from time to time make an Asset Disposition or suffer an Event of Loss, then # the

Asset Dispositions of equipment or real property to the extent that # such Asset Disposition is in the ordinary course of business and (ii) (A) such property is exchanged for credit against the purchase price of similar replacement property or # the proceeds of such Asset Disposition are reasonably promptly applied to the purchase price of other equipment or real property; # Asset Dispositions by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or to another Subsidiary; provided that, if the transferor in such Asset Disposition is a Loan Party, the transferee must be a Loan Party or such Asset Disposition must comply with [Sections 6.05 and 6.08], as applicable; # [Reserved];

any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations included in the determination of Consolidated Net Income.