Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Lenders, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementhereafter acquired), except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or supplemented from time to time, (d) disposition by the Borrower of all or any portion of its transmission assets in one or more RTO Transactions, (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition of receivables and related properties or interests therein, (g) other dispositions of assets (not otherwise permitted hereunder which are by clauses (a)-(f) of this Section) made for fair market value in the ordinary course of business not exceeding in any fiscal year 5% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, computed and consolidated in accordance with GAAP consistently applied, and (excluding Accountsh) other dispositions of assets (not otherwise permitted by clauses (a)-(f) of this Section) not exceeding in any fiscal year 10% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, Inventory computed and notes receivable)consolidated in accordance with GAAP consistently applied; provided, however, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid notwithstanding anything in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of this Section 2.05(b)(ii), 6.04 to the extent applicablecontrary, are complied with in connection therewiththis Section 6.04 shall not be deemed to prohibit any disposition by a Significant Subsidiary if, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to the consummation of such dispositiontransaction, the Loan Parties are in compliance on such Significant Subsidiary shall have or be deemed to have a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions ratio of Cash Equivalents; (d) licenses, sublicenses, leases total long-term Indebtedness to total stockholders’ equity equal to or subleases granted less than 1.857 to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum1.0.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, Inventory and non-exclusive licenses and sublicenses of Intellectual Property and dispositions or usedabandonment of obsolete, worn-out or surplus equipment no longer used or defaulted receivables for collectionuseful in the business of the Borrowers and their Subsidiaries, taken as a whole, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value value; provided that the Credit Parties will not sell or otherwise dispose of Intellectual Property (excluding Accountsexcept in transactions entered into in the Ordinary Course of Business and permitted by Section 5.1(j) or 5.1(l)), Inventory without the consent of the Agents, and notes receivable); provided, that (i) at the time of any disposition, no Default or Event of Default shall exist or shall immediately result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets sold by the requirements of Section 2.05(b)(ii), Credit Parties and their Subsidiaries pursuant to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) ), together, shall not exceed $500,000 in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementany Fiscal Year, and (viv) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis after giving effect to any such disposition, the Credit Parties are in compliance with the covenant financial covenants set forth in Section 7.196.1, in each case as recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredrecently ended Measurement Period; (c) dispositions (i) conversions of Cash EquivalentsEquivalents into cash or other Cash Equivalents and cash into Cash Equivalents and (ii) the use of cash in the Ordinary Course of Business or transactions permitted hereunder; (d) transactions permitted under Section 5.1(j) or 5.1(l); (e) cancellation, termination or surrender by any Credit Party or any Subsidiary of any Credit Party of any lease in the Ordinary Course of Business; (f) voluntary termination of Rate Contracts permitted under this Agreement; (g) dispositions resulting from any casualty, other insured damage, or any taking under power of eminent domain or by condemnation or similar proceeding; (h) the lapse or abandonment of any registrations or applications for registration of any Intellectual Property owned by or filed in the name of any Credit Party and deemed by any Credit Party, in its reasonable business judgment, to no longer be material to the conduct of the business of the Borrowers and their Subsidiaries, taken as a whole, or to the extent no longer economically desirable in the conduct of their business; (i) the sale, assignment, lease, conveyance, transfer or other disposition of Property by (i) Holdings or any of its Subsidiaries to any Credit Party (other than Holdings), and (ii) any Subsidiary of Holdings that is not a Credit Party to any Subsidiary of Holdings (other than Holdings); (i) any disposition or issuance by Holdings of its own Stock or Stock Equivalents (other than to the extent resulting in an Event of Default pursuant to Section 7.1(k)) and (ii) dispositions or issuances by any Subsidiary of its own Stock and Stock Equivalent to qualify directors if and to the extent required by applicable law; (k) to the extent constituting dispositions, Liens expressly permitted by Section 5.1, Investments expressly permitted under Section 5.4, Restricted Payments expressly permitted under Section 5.8 or a transaction expressly permitted under Section 5.3, in each case, to the extent not otherwise permitted by this Section 5.2 or with general reference hereto; (l) the termination or unwinding of any permitted Rate Contract in accordance with its terms; (m) dispositions of delinquent Accounts in the Ordinary Course of Business in connection with the compromise, settlement or collection thereof (and not as part of any financing transaction), including the sales, forgiveness or discounting of past due accounts or the settlement of delinquent accounts; (n) the liquidation, wind up or dissolution of any Subsidiary so long as all the assets of such liquidating, winding up or dissolving Subsidiary are transferred to a Credit Party that is not liquidating, winding up or dissolving; (o) dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) all or substantially all of the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (p) disposition of leased Real Estate in the Ordinary Course of Business; (q) any settlement, surrender or waiver of contractual rights or litigation claims in the Ordinary Course of Business; (r) dispositions of equity interests in joint ventures pursuant to the documentation governing such joint ventures; (s) non-exclusive licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyBusiness; and (jt) any disposition described other dispositions of assets not material or necessary to the business of a Credit Party or a Subsidiary with a fair market value not in excess of $500,000 in the Structure Memorandumaggregate in any Fiscal Year.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Sell or otherwise dispose of (whether in one or a series of transactions) any Property assets (including the Stock sale or issuance of any Subsidiary capital stock of any Loan PartySubsidiary), whether in a public now owned or a private offering or otherwisehereafter acquired, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time sale or other disposition of any disposition, no Event obsolete or worn out property in the ordinary course of Default shall exist or shall result from such disposition, business; (ii) not less than 75% the sale of inventory in the aggregate sales price from such disposition shall be paid in cash, ordinary course of business or pursuant to Permitted Non-Filed Domestic Entity Transfers; (iii) such sales or other dispositions are made for fair market value, permitted by clauses (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) of Section 6.02; (iv) sale or disposition of assets constituting all or a portion of the Automotive Holdings Group (but not including any related foreign assets except for de minimis foreign assets); (v) the sale, issuance or contribution of any Subsidiary’s capital stock to the Borrower or to any Wholly-Owned Guarantor or, in the case of a sale, issuance or contribution of capital stock of a Foreign Subsidiary that is not a first-tier Foreign Subsidiary, to any Wholly-Owned Subsidiary of the Borrower; (vi) sales or other dispositions consisting of the transfer of rights in Intellectual Property to third parties and/or routine patent portfolio deletions, in each case in the ordinary course of business consistent with past practice; (vii) sales or other dispositions of accounts receivables and other related assets in connection with any Foreign Receivables Financing, so long as such Foreign Receivables Financing is otherwise permitted under this Agreement (including pursuant to Section 6.01 and Section 6.03); (viii) intercompany sales or contributions among the Borrower and the Guarantors; (ix) dispositions described on Schedule 6.10; and (x) any other sale or disposition of property not otherwise expressly permitted by this Section 6.10 (A) having a fair market value of less than $500,000 or (B) having a fair market value of $500,000 or more, in which case such dispositions shall not exceed $100,000,000 in the aggregate for any fiscal year of the Borrower; provided that compliance with the restrictions set forth in this Section 6.10 shall not be required if, after giving effect to such dispositionany transaction or activity otherwise subject to this Section 6.10, the Loan Parties are Facility Availability Amount would be equal to or greater than $500,000,000, except that in compliance on a pro forma basis with no event may the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Borrower or any Guarantor sell or otherwise transfer any assets, whether now owned or hereafter acquired, to a Non-Filed Domestic Entity (other than pursuant to a Permitted Non-Filed Domestic Entity Transfer) if, after giving effect thereto, the aggregate fair market value of their Subsidiaries; (e) dispositions constituting an Investment all assets sold or Restricted Payment permitted under transferred by the Borrower and the Guarantors to Non-Filed Domestic Entities would exceed $15,000,000 during the term of this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock Dispose of any Subsidiary of Capital Stock owned or held by it or any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)other Assets, except: (a) dispositions i. Dispositions of inventoryHydrocarbons and other inventory in the ordinary course of business; ii. Dispositions of obsolete, damaged, worn out, or used, worn-out or surplus equipment or defaulted receivables for collection, all replaced property and dispositions in the Ordinary Course ordinary course of Businessbusiness of property no longer used or useful in the conduct of the business of LEI; iii. Disposition to third parties of Oil and Gas Properties, provided that: (bA) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) no Event of Default exists at the time of any dispositionthe Disposition or results from the Disposition; (B) the Total Proved PV10% shall be reduced, no Event of Default shall exist or shall result from such dispositioneffective immediately upon the Disposition, (ii) not less than 75% by ▇▇▇▇▇▇ in her sole discretion by an amount equal to the aggregate value of the aggregate sales price Oil and Gas Properties (as determined by ▇▇▇▇▇▇ to be the approximate value, if any, assigned to the Oil and Gas Properties under the most recent Total Proved PV10% determination); (C) the consideration received from such disposition shall be paid in cash, (iii) such dispositions are made for the Disposition is equal to or greater than the fair market valuevalue of the Oil and Gas Properties (as reasonably determined by LEI’s management or Board of Directors and, if requested by ▇▇▇▇▇▇, ▇▇▇ shall deliver a certificate of an Authorized Officer of LEI certifying to that effect); and (ivD) the requirements of Section 2.05(b)(ii), to the extent applicablea Collateral Value Deficiency results from any reduction pursuant to Section 8(i)(iii)(B), are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause up to one-hundred percent (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b100%) of the Term Credit Agreement orgross proceeds of the Disposition is immediately paid to ▇▇▇▇▇▇ by wire transfer of immediately available funds and applied first to any unpaid Obligations, if applicable, Second Lien Credit Agreementthen to accrued interest, and (v) after giving effect then to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;principal; and (c) dispositions iv. farmouts of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions undeveloped acreage and assignments in connection with an Event of Loss; provided that any farmouts. In the requirements of Section 2.05(b) and Section 2.03(b) event of the Term Credit Agreement are complied with Disposition of any Assets as permitted by this Section 8(i) or otherwise permitted under the Loan Documents, ▇▇▇▇▇▇ shall execute and deliver to LEI, at LEI’s sole cost and expense, any and all releases of Liens, termination statements, assignments, or other documents reasonably requested by LEI in connection therewith; (g) dispositions of with the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumDisposition.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, obsolete, worn-out or surplus equipment or defaulted receivables for collectionany equipment no longer useful in the conduct of the business of the Credit Parties and their Subsidiaries taken as a whole, all in the Ordinary Course of BusinessBusiness and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Credit Parties and their Subsidiaries taken as a whole; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any fiscal year $5,000,000 and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementmergers and consolidations in compliance with Section 5.3; (f) dispositions Investments in connection compliance with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith5.4; (g) dispositions any Subsidiary of the assets a Credit Party may dispose of any Non-Material Subsidiaryor all of its assets to Borrower or any Credit Party; (h) sale-leasebacks any Subsidiary of real estate, machinery and equipment with a value Credit Party (that is not a Credit Party) may dispose of any or all of its assets to exceed $10,000,000 in the aggregateanother Subsidiary of a Credit Party (that is not a Credit Party); (i) termination the disposition of Property as a lease that is result of an Event of Loss; (j) dispositions of accounts receivable in connection with the collection or compromise thereof in the Ordinary Course of Business in an amount not reasonably likely to result exceed $500,000 in a Material Adverse Effect and does not result from a default by a Loan Partythe aggregate during the term of this Agreement; and (jk) any disposition described dispositions of tangible property, in an amount not to exceed $1,000,000 in the Structure Memorandumaggregate during the term of this Agreement, to the extent that such property is exchanged for credit against the purchase price of similar replacement property of reasonably equivalent value and Agent has a valid lien and security interest in such replacement property. To the extent the Required Lenders waive the provisions of this Section 5.2 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 5.2, such Collateral (unless sold to a Credit Party) shall be sold free and clear of the Liens created by the Collateral Documents, and the Agent shall take all actions they deem appropriate in order to effect the foregoing.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether now owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property (excluding Equity Interests in Subsidiaries) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under this clause or (by) $20,000,000 in an the aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of following the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredFourth Amendment Effective Date; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1 (other than subsections 5.1(w) and/or 5.1(z)(ii)), 5.3 (other than subsection 5.3(e)), 5.4 (other than subsections 5.4(d) and/or 5.4(y)), 5.6 (other than subsection 5.6(a)) and 5.7 (other than subsection 5.7(g)); (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c) to the extent not employed for the purpose of replacing the assets subject to such events; (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business not interfering with the business Business, of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions past due Accounts in connection with an Event the collection or compromise thereof that are not undertaken for the primary purpose of Loss; provided that financing the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregateParties; (i) termination [reserved]; (j) [reserved]; (k) the unwinding of a lease that is not reasonably likely any Rate Contract pursuant to result in a Material Adverse Effect and does not result from a default by a Loan Partyits terms; (l) [reserved]; (m) [reserved]; and (jn) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any disposition described exchange of like property (excluding any boot thereon permitted by such provision) for use in the Structure Memorandumany business conducted by any Credit Party or any Subsidiary of any Credit Party that is not in contravention of Section 5.8.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out uneconomical, obsolete, or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Specified Event of Default shall exist be continuing or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess the US Dollar Equivalent of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered3,000,000; (c) dispositions of Cash Equivalents; (d) transactions permitted under subsection 5.1(k); (e) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business, past due Accounts in connection with the collection or compromise thereof, provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; (f) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings pursuant to transactions permitted by Section 5.6(d) and Investments permitted by Section 5.4; (g) sales, transfers, leases and other dispositions by (i) any US Credit Party to any other US Credit Party (other than Holdings), (ii) any US Credit Party to a Canadian Credit Party (other than a US Credit Party) of property and assets (other than the Stock and Stock Equivalents of any US Credit Party or any Domestic Subsidiary thereof) with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, (iii) any Canadian Credit Party to a US Credit Party of property and assets with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, and (iv) by a Canadian Credit Party (other than a US Credit Party) to any other Canadian Credit Party (other than a US Credit Party), provided, in no event, shall any Borrower transfer all or substantially all of its assets to any other Person; (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party provided the proceeds thereof are applied in accordance with subsection 1.8(c); (i) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (j) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (k) terminations of leases, subleases, licenses, sublicenses, leases sublicenses or subleases granted to third parties similar use and occupancy agreements by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (el) dispositions constituting an Investment trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or Restricted Payment permitted under this Agreementbetter) equipment useful in the operation of the business of any Credit Party is obtained in exchange therefor; provided the mandatory prepayment if any, required pursuant to subsection 1.8(c) is made; (fm) dispositions of non-core assets (“non-core assets” to be determined by Holdings in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by Holdings delivered to US Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied (unless otherwise agreed to by US Agent in writing): (i) in the event an Event of Loss; provided that Default shall have occurred and be continuing at the requirements time of Section 2.05(bsuch disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, the sales price from such disposition shall be paid in cash, (ii) and Section 2.03(b) the mandatory prepayment in the amount of the Term Credit Agreement are complied with Net Proceeds of such disposition is made if and to the extent required by Section 1.8 and (iii) the EBITDA generated by such non-core assets shall not have been included in connection therewiththe calculation of EBITDA (as defined in Exhibit 4.2(b)) in respect of the applicable Permitted Acquisition; (gn) dispositions sales, assignments or other transfers by US Borrower or any Subsidiary of US Borrower of the assets Stock and Stock Equivalents of Foreign Subsidiaries to Canadian Borrower or any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartySubsidiary thereof; and (jo) any disposition described transfers of Stock and Stock Equivalents pursuant to and in connection with the Structure MemorandumGlobal Reorganization.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment or defaulted receivables for collectionfixtures, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower in good faith) so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 20,000,000 and (viv) after giving effect to such dispositionDisposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VII, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered (or are required to have been delivered) under Section 5.1; (c) dispositions (i) Dispositions of Cash Equivalents in the ordinary course of business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under Section 6.1(l); (e) dispositions constituting an Investment or Restricted Payment Investments permitted under this AgreementSection 6.4, to the extent such Investment constitutes a Disposition; (f) dispositions the sale or issuance of (i) the Stock in connection with an Event the Borrower or a Subsidiary to any Credit Party or (ii) the Stock of Loss; provided a Foreign Subsidiary that the requirements of Section 2.05(b) and Section 2.03(b) of the Term is not a Credit Agreement are complied with in connection therewithParty to another Foreign Subsidiary that is not a Credit Party; (g) dispositions the transfer of the assets of Property (i) by a Credit Party to a Credit Party or (ii) by a Subsidiary that is not a Credit Party to (A) a Credit Party for no more than fair market value or (B) any Non-Material other Subsidiary; (h) sale-leasebacks any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of real estateLaw, machinery and equipment including any Requirement of Law with a value not respect to exceed $10,000,000 ownership of Stock in the aggregateForeign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof and in any event, not involving any securitization thereof; (i) any termination or abandonment of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the ordinary course of business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely immaterial and no longer economically practical or commercially desirable to result maintain or useful in a Material Adverse Effect the conduct of its business and does not result from a default by a Loan Party(v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business; and (jm) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any disposition described similar proceeding). Any reference in this Section 6.2 or in Section 6.3 to a combination, merger, consolidation, Disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (or the Structure Memorandumunwinding of such a Division) as if it were a combination, merger, consolidation, Disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, in each case, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions cancellation of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that is do not reasonably likely to result interfere in a Material Adverse Effect and does not result from a default by a Loan Partyany material respect with the business of the Credit Parties or their Subsidiaries; and (jm) any disposition described trade-ins and exchanges of equipment with third parties conducted in the Structure MemorandumOrdinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is obtained in exchange therefor.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) ), or enter into any sale-leaseback transaction, or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out out, obsolete, uneconomical or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of BusinessBusiness and the disposition of equipment to GSE Lining Technology Co. - Egypt S.A.E. as set forth on Schedule 5.2; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory Fair Market Value and notes receivablethe mandatory prepayment in the amount of the net proceeds of such disposition is made if and to the extent required by the Existing Indebtedness Documents); provided, that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than seventy-five percent (75% %) of the aggregate sales price from such disposition shall be paid in cashcash and shall be paid at the time of the closing of such disposition, (iii) such dispositions are made for fair market valuethe aggregate Fair Market Value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed $5,000,000 in any Fiscal Year or $15,000,000 in the aggregate during the term of this Agreement, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) each such disposition is in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(barm’s length transaction, (v) no Stock or Stock Equivalents of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementBorrower may be sold pursuant to this subsection 5.2(b), and (vvi) after giving effect no Stock or Stock Equivalents of any Subsidiary Guarantor may be sold pursuant to this subsection 5.2(b) unless all of the Stock and Stock Equivalents of such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredSubsidiary Guarantor is sold; (c) dispositions of Cash EquivalentsEquivalents for cash and at Fair Market Value; (d) licensestransactions permitted under subsection 5.1(l); (i) any Subsidiary of the Borrower may transfer any of its Property to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may transfer any of its Property to any Subsidiary Guarantor so long as the Borrower does not transfer all or any material portion of its Property pursuant to this clause (e)(ii); (f) any Foreign Subsidiary of the Borrower may transfer any of its Property to any other Foreign Subsidiary of the Borrower; (g) transactions permitted under Section 5.9; (h) sales or discount, sublicensesin each case without recourse and in the Ordinary Course of Business, of Accounts arising in the Ordinary Course of Business, but only in connection with the collection or compromise thereof and not as part of any financing transaction; (i) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings to the extent otherwise permitted hereunder and Investments permitted by Section 5.4; (j) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Credit Party or any Subsidiary thereof provided the net proceeds thereof are applied (and/or reinvested) in accordance with subsection 1.8(c); (k) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; (l) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (m) terminations of operating leases by the applicable Credit Party or subleases granted to third parties Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfering interfere in any material respect with the business of the Loan Credit Parties or their Subsidiaries and do not result in any of their Subsidiaries; (e) dispositions constituting an Investment material penalties to such Credit Party or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (hn) saletrade-leasebacks ins and exchanges of real estate, machinery and equipment with a value not to exceed $10,000,000 third parties conducted in the aggregateOrdinary Course of Business to the extent substantially comparable (or better) equipment useful in the operation of the business of any Credit Party is concurrently obtained in exchange therefor; (io) termination samples provided to customers or prospective customers in the Ordinary Course of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyBusiness; and (jp) any disposition described in the Structure Memorandum.terminations of Rate Contracts..

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of inventoryassets, other than pursuant to Section 9.5.2 or used(a) the sale of Investments permitted pursuant to Section 9.3 hereof, worn-out or surplus equipment or defaulted receivables for collection, all (b) leases of assets in the Ordinary Course ordinary course of Business;business consistent with past practices, (c) in connection with a substitution pursuant to either Sale Agreement, (d) sales of Containers to Persons that are not Sanctioned Persons for Net Cash Sales Proceeds of not less than the sum of the then Discounted Net Present Value of Receivables of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business, (e) so long as a Default or Event of Default is not then continuing or would result from such sale of Containers and/or Leases, sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Sanctioned Persons regardless of the amount of Net Cash Sales Proceeds realized therefrom, (f) in connection with a sale to a Lessee or its designee pursuant to the terms of a Finance Lease, and (g) sales of obsolete or irreparably damaged Containers to Persons that are not Sanctioned Persons. (b) dispositions The Borrower will not otherwise permitted hereunder which are made for fair market value (excluding Accountsbecome a party to or agree to or effect any sale, Inventory and notes receivable); providedtransfer, that (i) at the time conveyance, lease or other disposition of any disposition, no Event of Default shall exist all or shall result from such disposition, (ii) not less than 75% substantially of the aggregate sales price from such disposition shall be paid in cashContainers subject to a Finance Lease unless, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such dispositiontransaction, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumno Asset Base Deficiency would then exist.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly Directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, inventory or used, worn-out or surplus rental equipment or defaulted receivables for collection, all and collection of accounts in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; and (c) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate value of all assets so sold by the Loan Parties after the date hereof shall not less than 75% exceed $1,500,000 in any single transaction or $2,000,000 in any fiscal year without the prior written consent of the aggregate sales price from such disposition shall be paid in cashAgent, and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received of any such disposition (which shall mean the gross sale price less commissions, if any, arising from dispositions such disposition, less all amounts paid to holder(s) of Permitted Liens on the property disposed in any Fiscal Year under this clause (breturn for releases of such Permitted Liens, and less all fees, costs and expenses incurred as a result of such disposition) in an aggregate amount in excess of $7,500,000 per annum shall be 500,000 are either (A) paid in accordance with Section 2.03(bto the Agent for application to the Obligations pursuant to Subsection 2.08(d), or (B) utilized within 180 days of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, disposition for the purchase of property of a similar nature and purpose as that property which was disposed. Upon any Asset Disposition permitted by this Section (v) after giving effect and subject to such disposition, compliance by the Loan Parties are in compliance on a pro forma basis with the covenant set forth conditions of this Section), the Agent shall execute such UCC financing statement amendments (partial releases) and other Lien releases as may be requested by the Borrowers and as may be reasonably necessary in Section 7.19, recomputed for order to permit the most recent Fiscal Quarter for property which financial statements have been delivered; (c) dispositions is the subject of Cash Equivalents; (d) licenses, sublicenses, leases such Asset Disposition to be sold or subleases granted to third parties in the Ordinary Course conveyed free and clear of Business not interfering with the business any Liens of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumAgent.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) except for Joint Ventures, issue any equity interests of any Subsidiary to any Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by the Company or any Subsidiary to any Wholly-Owned Subsidiary which is a Guarantor, or dispositions made by any Subsidiary to the Company; and (d) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than with respect to any disposition (or series of related dispositions) for which total consideration exceeds $5,000,000, at least 75% of the aggregate sales price from such disposition disposition(s) shall be paid in cash, and (iii) such dispositions are made for fair market valuethe aggregate value of all assets so sold by the Company and its Subsidiaries after the Restatement Date, together, shall not (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) represent more than 10% of the Term Credit Agreement ortotal assets of the Company and its Subsidiaries, if applicableas would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such determination is made, Second Lien Credit Agreement, or (y) be responsible for more than 10% of the consolidated net income of the Company and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed its Subsidiaries for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business 12-month period ending as of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) end of the Term Credit Agreement are complied with in connection therewith; (g) dispositions fiscal quarter next preceding the date of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumdetermination.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, license, convey, transfer transfer, abandon, dedicate to the public, or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Restricted Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the ordinary course of business and (ii) dispositions of worn-out, obsolete or surplus personal property, or used, worn-out or surplus equipment or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Restricted Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, disposition and (ii) to the extent the purchase price therefor for all such dispositions in the aggregate is in excess of the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction), not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents (iiior marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of receipt thereof) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), or Designated Non-Cash Consideration to the extent applicable, are complied with in connection therewith, provided that, that the aggregate fair market value of all Net such Designated Non-Cash Proceeds received from dispositions in any Fiscal Year under this clause Consideration does not exceed the greater of (bx) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 3,000,000 and (vy) after giving effect to such disposition, the Loan Parties are in compliance 4.0% of Combined EBITDA (determined on a pro forma basis with the covenant set forth in Section 7.19, recomputed Pro Forma Basis for the most recent recently ended four Fiscal Quarter period for which financial statements have been delivereddelivered on the date of the relevant transaction) (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received); (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.11 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses5.3, leases 5.11 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.17; (e) dispositions constituting of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) sales, discounting or forgiveness of Accounts (other than Eligible Accounts) in the ordinary course of business or in connection with the collection or compromise thereof; (g) the abandonment, cancellation, lapse, or other disposition of Intellectual Property that is no longer used or useful in the conduct of the business of the Credit Parties or any of their respective Restricted Subsidiaries; (h) leases or subleases in the ordinary course of business (i) non-exclusive licenses or sublicenses in the ordinary course of business; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) any disposition by any Credit Party to any other Credit Party, (ii) any disposition by any Non-Credit Party to any other Non-Credit Party or any Credit Party and (iii) dispositions by any Credit Party to a Non-Credit Party not exceeding in the aggregate for all such dispositions pursuant to this clause (iii) $2,000,000 in any Fiscal Year; (l) [reserved]; (m) dispositions of any Non-Core Assets acquired in connection with any Permitted Acquisition or other Investment in compliance with Section 5.4; (n) the termination or unwinding of any Swap Agreements; (o) dispositions as a direct result of an Investment or Restricted Payment permitted under Event of Loss and the disposition of Property damaged as a result thereof; (p) Permitted Sale-Leaseback Transactions with an aggregate consideration not in excess of the greater of (i) $7,000,000 and (ii) 10% of Combined EBITDA of (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions during the term of this Agreement; (fq) dispositions made in connection order to comply with an Event order of Loss; provided that any Governmental Authority or any applicable Requirement of Law not exceeding the requirements greater of Section 2.05(b(x) $10,000,000 and Section 2.03(b(y) 15.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the Term Credit Agreement are complied with in connection therewithrelevant transaction) during the term of this Agreement; (gr) dispositions any other disposition in an aggregate amount not exceeding the greater of (x) $15,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions or series of transactions during the term of this Agreement; and (s) Disposition of the ▇▇▇▇▇▇▇ Property and/or Brickhaven Property after payment of the Riverbend/▇▇▇▇▇▇ Contract Termination Fee by Duke Energy. Notwithstanding anything in this Section 5.2 to the contrary, with respect to any disposition of (1) Borrowing Base Assets, (2) any of the Stock of Allied or any Subsidiary of Allied which is a Borrower, (3) more than 50% of the Stock of Allied Parent (to any Person which is not a Permitted Holder), or (4) the sale of all or substantially all of the assets of Allied Parent or any Non-Material Subsidiary; of its Subsidiaries, in each case, otherwise permitted by the terms of Section 5.2(b), (hd), (e), (k)(iii), (m) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; or (r): (i) termination the Payment Conditions shall have been satisfied of a lease that is not reasonably likely time of such disposition, (ii) the Borrowers shall have delivered to result Agent an updated Borrowing Base Certificate giving effect to such disposition no more than five Business Days before such disposition if more than 5% of the assets included in a Material Adverse Effect and does not result from a default the most recent calculation of the Borrowing Base are being disposed of (directly or indirectly (including, by a Loan Party; and (j) way of example, any disposition described of Stock of any Person having Borrowing Base Assets)) pursuant to such disposition (or any series of related dispositions), (iii) the Fixed Charge Coverage Ratio shall be equal to or greater than 1.00 to 1.00 for the four Fiscal Quarter period most recently ended for which financial statements are required to have been delivered to the Agent pursuant to Section 4.1 (calculated on a Pro Forma basis giving effect to such disposition as if such disposition had been consummated on the first day of such four Fiscal Quarter period); and (iv) the Borrowers shall have delivered to Agent, no less than five Business Days before such disposition, Projections of the Borrowers and their Restricted Subsidiaries for the 12 Fiscal Months following the date of such disposition, prepared on a month-to-month basis an demonstrating (on a Pro Forma basis giving effect to such disposition) (A) compliance with the financial covenants set forth in Section 6.1 as of the Structure Memorandumend of each such Fiscal Month (regardless of whether a Financial Covenant Testing Period then exists) and (B) Availability as of the end of each such Fiscal Month.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer Engage in any Asset Sale or permit any of its Subsidiaries to, otherwise directly or indirectly, indirectly sell, assign, lease, convey, transfer or otherwise dispose of (whether in one all or a series any portion of transactions) any Property (including the Stock of any Subsidiary of any Loan Partyits assets, whether in a public business or a private offering property, or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement agree to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (ai) dispositions the disposition of inventory, inventory or used, worn-out or surplus property or equipment or defaulted receivables for collection, all Permitted Cash Investments in the Ordinary Course ordinary course of Businessbusiness; (bii) dispositions the sale of equipment for credit against the purchase price of similar replacement equipment or if the proceeds of the sale are reasonably promptly applied to the purchase price of similar replacement equipment; (iii) the disposition of accounts receivable of the Borrower's Subsidiaries pursuant to a Receivables Sale Program; provided that the Facility Reduction required under Section 2.06(e) is in effect; (iv) the sale of Schedule 1.01(b) Assets, so long as (A) the entire consideration for such Asset Sale consists of cash received at the closing thereof, (B) the consideration received for such assets is not otherwise permitted hereunder which are made for fair market value less than the sales price specified therefor in Schedule 1.01(b) and (excluding Accounts, Inventory and notes receivable); provided, that (iC) at the time of any dispositionor after giving effect to such Asset Sale, no Event of Default shall exist or shall result from such disposition, Potential Default exists; (iiv) not less than 75% the sale of the aggregate sales price from such disposition shall be paid in cash, (iiiSchedule 1.01(c) such dispositions are Assets which is made for fair market value, so long as (ivA) at least 70% of the total consideration for such Asset Sale consists of cash received at the closing thereof, (B) the requirements of Section 2.05(b)(ii)Agent concurrently acquires, to on the extent applicableterms set forth in the Pledge and Security Agreements, are complied with in connection therewitha legal, provided that, all Net Cash Proceeds received from dispositions valid and perfected security interest in any Fiscal Year under this clause and all non-cash consideration received in such Asset Sale, (bC) in an aggregate amount in excess at the time of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) or after giving effect to such dispositionAsset Sale, no Event of Default or Potential Default exists, and (D) if such Asset Sale is a Retained Interest Sale, then, after giving effect to such transaction and all related transactions, either (1) the Loan Parties are Retained Interest Criteria shall be met with respect to such transactions at the time of consummation thereof, or (2) the Partial Disposition Limit shall not be exceeded; (vi) any other Asset Sale which is made for fair market value, so long as (A) the sum of the aggregate consideration received pursuant to such Asset Sale plus the aggregate consideration received pursuant to all such other Asset Sales in compliance any calendar year is less than $30,000,000, (B) the Agent concurrently acquires, on a pro forma basis with the covenant terms set forth in Section 7.19the Pledge and Security Agreements, recomputed for a legal, valid and perfected security interest in any and all non-cash consideration received in such Asset Sale, (C) at the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions time of Cash Equivalents; (d) licensesor after giving effect to such Asset Sale, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an no Event of Loss; provided that Default or Potential Default exists, and (D) if such Asset Sale is a Retained Interest Sale, then, after giving effect to such transaction and all related transactions, either (1) the requirements Retained Interest Criteria shall be met with respect to such transactions at the time of Section 2.05(bconsummation thereof, or (2) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value Partial Disposition Limit shall not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partybe exceeded; and (jvii) the sale for fair market value or liquidation of any disposition described in assets acquired or Investments made pursuant to Section 5.03(c)(xiii), so long as the Structure Memorandumentire consideration therefor consists of cash received at the closing thereof.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, conveylicense, transfer transfer, assign or otherwise dispose of (of, whether in one or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, solely in connection with an internal restructuring, the Company or the Revolving Borrower may transfer all or substantially all of their assets (in one transaction or a series of transactions) any Property (including the Stock of to any Subsidiary of any Loan Party, the Company (whether existing prior to such disposition or created in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseconnection therewith) or enter into any agreement to do any holding company so long as the direct or indirect holders of the foregoing voting Equity Interests of such holding company immediately following such transaction are substantially the same as the holders of voting Equity Interests of the Company immediately prior to such transaction, in each case organized and existing under the laws of the United States, any State thereof or the District of Columbia; provided that in any such case, the transferee entity shall, pursuant to documentation reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent by such transferee entity, expressly assume all of the Company’s or the Revolving Borrower’s obligations, as the case may be, under this Agreement and the other Loan Documents and cause to be delivered such other customary documentation reasonably requested by the Administrative Agent including a favorable opinion of counsel to such transferee and information and documentation for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation (except subject and upon such execution and delivery, such successor entity shall be the “Revolving Borrower” or “Company” hereunder, as applicable); provided, further, that each Guarantor shall, as a condition to compliance withsuch disposition, or termination ofpursuant to documentation reasonably satisfactory to the Administrative Agent, reaffirm all of its obligations and liabilities under this AgreementAgreement and the Loan Documents (including, without limitation, its Guarantee), except.” (g) Section 9.04(a) of the Credit Agreement is hereby amended as follows: (a) dispositions The provisions of inventorythis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, except that (i) at other than as expressly permitted by Sections 6.03 and 6.09, the time Revolving Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any disposition, no Event of Default attempted assignment or transfer by the Revolving Borrower without such consent shall exist or shall result from such disposition, be null and void) and (ii) not less than 75% of the aggregate sales price from such disposition no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be paid construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit or Swingline Lender that makes any Swingline Loan), Participants (to the extent provided in cash, paragraph (iiic) such dispositions are made for fair market value, (ivof this Section) the requirements of Section 2.05(b)(ii)and, to the extent applicableexpressly contemplated hereby, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess the Related Parties of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) each of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such dispositionAdministrative Agent, the Loan Parties are in compliance on a pro forma basis with Issuing Banks and the covenant set forth in Section 7.19Lenders) any legal or equitable right, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions remedy or claim under or by reason of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary;.” (h) sale-leasebacks Section 9.18 of real estate, machinery and equipment the Credit Agreement is hereby replaced in its entirety with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.following:

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except, in each instance solely to the extent permitted under the Subordinated Loan Agreement: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by one Foreign Subsidiary to another Foreign Subsidiary; (c) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by (i) any Subsidiary of the Borrower to (x) a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12), or (y) the Borrower and (ii) the Borrower to a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12); (d) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not no less than seventy five percent (75% %) of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $500,000 and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are Borrower is in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter quarter for which financial statements have been delivered;; and (ce) dispositions so long as no Event of Cash Equivalents; (d) licensesDefault has occurred and is continuing, sublicensesthe sale without recourse and consistent with the industry practice of accounts receivable, leases or subleases granted to third parties not in excess of $500,000 in aggregate stated amount during any fiscal year, arising in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; which are at least ninety (e90) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumdays’ past due.

Disposition of Assets. No Loan Party shallBorrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions Dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory (including Hydrocarbons) in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made Dispositions, for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), worn-out and obsolete equipment not necessary or useful to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess conduct of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredbusiness; (c) dispositions Dispositions consisting of Cash Equivalentsany compulsory pooling or unitization ordered by a Governmental Authority with jurisdiction over Borrower’s or any of its Subsidiaries’ Oil and Gas Properties; (d) licensessubject to Section 2.9(c)(ii) and provided that no Default has occurred and is continuing or would result therefrom, sublicenses, leases or subleases granted to third parties in Dispositions of Oil and Gas Properties; provided that the Ordinary Course aggregate fair market value of Business not interfering with the business all such Oil and Gas Properties Disposed of between periodic redeterminations of the Loan Parties or any of their SubsidiariesBorrowing Base under Section 2.9(b) shall not exceed $1,000,000 (when aggregated with Dispositions permitted under Section 8.8(e) during the same period); (e) dispositions constituting an Investment subject to Section 2.9(c)(ii) and provided no Default has occurred and is continuing or Restricted Payment permitted would result therefrom, Dispositions of proved developed Oil and Gas Properties; provided that (i) all of the consideration received in respect of any such Disposition shall be cash, (ii) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of Borrower, and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect), and (iii) the aggregate Borrowing Base value of all such proved developed Oil and Gas Properties Disposed of between periodic redeterminations of the Borrowing Base under this AgreementSection 2.9(b) shall not exceed 5% of the Borrowing Base in effect as of the then most recent periodic redetermination of the Borrowing Base under Section 2.9(b); (f) dispositions subject to Section 2.9(c)(ii), Dispositions of Oil and Gas Properties made pursuant to any Third Party Sale (as defined in any ORRI Conveyance) or similar sale in connection with an Event the exercise of Loss; provided that the requirements drag along right by NPI Holder, in accordance with Section 6.4 or other relevant section regarding such sale of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithsuch ORRI Conveyance; (g) dispositions of the assets Disposition of any Non-Material Subsidiary;ORRI to NPI Holder pursuant to an ORRI Conveyance; and (h) sale-leasebacks of real estate, machinery and equipment with a value other Dispositions not to exceed $10,000,000 250,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result aggregate in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfiscal year.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventoryInventory, or used, worn-worn out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.9; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause $750,000 (b) other than in an aggregate amount in excess the case of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Project Pie or any sales of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect stores related to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredProject Pie); (c) dispositions of cash and Cash Equivalents; (d) licensestransactions permitted under Sections 5.1, sublicenses5.3, leases 5.4 and 5.11; (e) dispositions, discounts or subleases granted to third parties forgiveness of past due Accounts in connection with the collection or compromise thereof in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementBusiness; (f) dispositions in connection with an of certain stores set forth on Schedule 5.2, and additional stores that each individually have EBITDA for the four fiscal quarter period prior to the proposed disposition of less than $0 provided, that (i) at the time of any disposition, no Event of Loss; provided that Default shall exist or shall result from such disposition and (ii) a mandatory prepayment is made with the requirements Net Proceeds of such disposition if and to the extent required by Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith1.9); (g) dispositions dispositions, abandonment or termination of Intellectual Property in the assets Ordinary Course of any Non-Material Subsidiary;Business; and (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; dispositions by (i) termination of a lease that is not reasonably likely any Credit Party to result in a Material Adverse Effect any other Credit Party (other than Holdings) and does not result from a default by a Loan Party; and (jii) any disposition described in non-Credit Party to any Credit Party (at not more than the Structure Memorandumthen current fair market value of the subject Property) or any other non-Credit Party.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions of inventoryassets and consignments for sale of inventory by the Borrower or such Subsidiary or other title retention arrangements, or used, worn-out or surplus equipment or defaulted receivables for collection, all in each case entered into in the Ordinary Course ordinary course of Business; business, consistent with past practices of the Sellers; (b) dispositions transfers of assets resulting from any casualty or condemnation of such assets so long as the same could not otherwise reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries taken as a whole and such amounts are used to purchase replacement assets subject to the Collateral Agent's security interest; (c) an agreement to effect the disposition of all or substantially all of the assets of the Borrower or such Subsidiary, the closing of which is conditioned upon the payment in full in cash of all of the Obligations; (d) the sale or discount of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and only to the extent that the Collateral Agent's security interest in such accounts receivable continues to apply to all proceeds from the sale of such accounts receivable; (e) the sale or other disposition of any Investments permitted hereunder which are to be made for by ss.12.3 hereof; (f) the sale of assets by the Borrower to the extent mandated by the Federal Trade Commission, such assets having a fair market value (excluding Accountsnot exceeding $14,000,000 in the aggregate, Inventory and notes receivable); provided, that so long as (i) at the time of any disposition, no Event of Default shall exist or shall result Borrower receives cash proceeds from such dispositionsales (either from direct proceeds of such sales or from escrow arrangements made in connection with the Acquisitions) equal to the fair market value of such assets, and (ii) not less than 75% such proceeds are used, within two (2) Business Days of receipt by the Borrower thereof, to prepay the principal amount of the aggregate sales price from Term Loan, such disposition shall prepayment to be paid applied to the remaining installments on the Term Loan in cash, the inverse order of their maturity; (iii) such dispositions are made for fair market value, (ivg) the requirements licensing of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount intellectual property for terms not in excess of $7,500,000 per annum shall be paid five (5) years other than in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis connection with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions sale of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Borrower or any such Subsidiary that do not result in a reduction in assets of their Subsidiaries; the Borrower or such Subsidiary under generally accepted accounting principles so long as such licensing shall not substantially impair or affect the operation of the business of the Borrower and its Subsidiaries as a whole, (eh) the licensing or granting of rights to sales representatives to sell products of the Borrower in the ordinary course of the Borrower's business, (i) dispositions constituting an Investment of obsolete or Restricted Payment permitted under this Agreement; (f) worn out machinery and equipment of the Borrower and dispositions of machinery and equipment in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) consolidation of the Term Credit Agreement are complied with in connection therewith; businesses acquired by the Borrower pursuant to the Acquisitions, and (gj) dispositions the sale or other disposition of the other assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with having a fair market value not to exceed (i) for all such asset dispositions undertaken during the period prior to the first anniversary of the Closing Date, $10,000,000 500,000 in the aggregate and (ii) for all such asset dispositions undertaken during any one year period after the first anniversary of the Closing Date from one anniversary of the Closing Date to the next anniversary of the Closing Date, $250,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment (as defined in the UCC) or defaulted receivables for collectionfixtures (as defined in the UCC), all in the Ordinary Course of Business; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets (as reasonably determined by the Borrower) so sold by the Credit Parties and their Restricted Subsidiaries, (iv) together, shall not exceed the requirements greater of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $2,500,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess or 5% of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Consolidated Adjusted EBITDA as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredrecently ended Test Period; (c) dispositions (i) Dispositions of Cash Equivalents in the Ordinary Course of Business made in accordance with Section 6.6, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 6.1(l) and (o); (e) Investments permitted under Section 6.4, sublicensesto the extent such Investment constitutes a Disposition; (f) the sale or issuance of (i) the Stock in the Borrower or a Restricted Subsidiary to any Credit Party or (ii) the Stock of a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary that is not a Credit Party; (g) the transfer of Property (i) by a Credit Party to a Credit Party (other than Holdings) or (ii) by a Restricted Subsidiary that is not a Credit Party to (A) a Credit Party (other than Holdings) for no more than fair market value or (B) any other Restricted Subsidiary; (h) any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, leases including any Requirement of Law with respect to ownership of Stock in Foreign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or subleases granted to third made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the Ordinary Course of Business not interfering with (including any discount and/or forgiveness thereof) or, in the business case of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions accounts receivable in default, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) collection or compromise thereof and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateevent, machinery and equipment with a value not to exceed $10,000,000 in the aggregateinvolving any securitization thereof; (i) the entering into any termination or abandonment of any lease in the Ordinary Course of Business, (ii) any expiration of any option agreement in respect of real or personal property, (iii) the licensing or sublicensing, on a lease non-exclusive basis, of Intellectual Property in the Ordinary Course of Business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is not reasonably likely no longer economically practical or commercially desirable to result maintain or useful in a Material Adverse Effect the conduct of its business and does not result from a default by a Loan Party(v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; and (jm) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any disposition described in the Structure Memorandumsimilar proceeding).

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory or equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that (i) for those Permitted Receivables having a final maturity date which is less than 12 months after the date such obligations arise, the value of such accounts receivable so sold by the Company and its Subsidiaries shall not exceed $50,000,000 at any time outstanding, and (ii) the value of all Permitted Receivables (whether or not having a final maturity date which is less than 12 months after the date such obligations arise) so sold by the Company and its Subsidiaries shall not exceed $50,000,000 at any time outstanding; and provided, further, however, that no dispositions of any Permitted Receivables shall be permitted at any time that any of the following circumstances exist: (A) if after giving effect to such disposition, the Company would not be in pro forma compliance with the financial covenants set forth in subsections 7.14(a) through (d), measured as of the last day of the fiscal quarter then most recently ended for which a Compliance Certificate has been delivered to the Agent and the Banks pursuant to subsection 6.02(b), or (B) any Event of Default then exists or would result from such disposition; (e) the sale of the Wilsonville Facility for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company); provided that (i) no Default or Event of Default then exists or would result from such sale, and (ii) the Net Sale Proceeds thereof are applied to prepay the Loans hereunder; (f) the sale or lease of any property set forth in Schedule 7.02 and any excess facilities acquired at the time of the ATI Acquisition, the IKOS Acquisition or the Innoveda Acquisition, in each case for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be); provided that no Default or Event of Default then exists or would result from such sale; (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition net book value of all assets so sold by the Company and its Subsidiaries, together, shall be paid not exceed in cashany fiscal year $10,000,000, and (iii) any such dispositions are disposition made for fair market value, pursuant to this subsection (ivg) the requirements shall not be of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) accounts receivable of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties Company or any of their its Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not dispositions to exceed $10,000,000 in the aggregateextent permitted under Section 7.03; (i) termination the sale of a lease that is not reasonably likely to result Margin Stock of Innoveda for fair market value (as determined in a Material Adverse Effect and does not result from a default good faith at the time of such sale by a Loan Partythe board of directors of the Company or the applicable Subsidiary, as the case may be); and (j) any disposition described the sale of Margin Stock of IKOS for fair market value (as determined in good faith at the Structure Memorandumtime of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be).

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectlyconvey, sell, assign, lease, conveysublease, transfer or otherwise dispose of (whether in one or a series of transactions) any Property assets (including the Stock without limitation, capital stock of or other equity interests in any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseother Person) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), exceptfor: (a) dispositions sales of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsthe sale, Inventory lease, sublease, transfer or other disposition of machinery and notes receivable); provided, that (i) at equipment no longer used or useful in the time conduct of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredbusiness; (c) dispositions the sale, lease, sublease, transfer or other disposition of Cash Equivalentsassets to the Company or to a Wholly-Owned Restricted Subsidiary that is a Guarantor; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course sale of Business not interfering with the business assets of the Loan Parties or any SBQ Division (Memphis/Cleveland) to the extent permitted under the express terms of their Subsidiariesthe Intercreditor Agreement; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementtransfers of assets made as consideration for Permitted Investments; (f) dispositions the transfer by Cumberland Recyclers, LLC to BSE of the assets known as the "mega shredder" so long as: (i) the Company shall have given at least sixty (60) days prior written notice of such transfer to each holder of Notes; (ii) no Default or Event of Default exists at the time of such transfer; (iii) such transfer is made subject to the Lien of the Collateral Agent in such assets; and (iv) all actions required under the Security Agreement to maintain the validity, perfection, enforceability and priority and rank of such Lien in connection with an Event of Losssuch transfer are taken; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) other sales and dispositions of Property of the assets Company or any Restricted Subsidiary, so long as the Fair Market Value of any Non-Material Subsidiary; such Property does not exceed Ten Million Dollars (h$10,000,000) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination aggregate during any fiscal year of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumCompany.

Disposition of Assets. No Loan Credit Party shall, and no Loan nor shall any Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly Transfer all or indirectlyany part of its business, sell, assign, lease, convey, transfer assets or otherwise dispose property of (whether in one or a series of transactions) any Property kind whatsoever (including the Stock of any Subsidiary of any Loan PartyCapital Stock), whether in a public real, personal or a private offering mixed and whether tangible or otherwiseintangible, and accounts and notes receivable, with whether now owned or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)hereafter acquired, except: (a) dispositions Transfers of inventoryobsolete, damaged, surplus or usedworn out property, worn-out whether now owned or surplus equipment or defaulted receivables for collectionhereafter acquired, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions the liquidation, sale or use of Permitted Investments; (c) subject to Section 6.8 (if applicable) and Section 6.7(d), any Transfer of physical assets or properties by any Restricted Operating Company Subsidiary, to the extent permitted under the Project Financing Documents; (d) Transfers by any Borrower or Restricted Subsidiary not otherwise permitted hereunder which are made for fair market value (excluding Accountsby this Section 6.7; provided that, Inventory and notes receivable); provided, that (i) no Default or Event of Default has occurred and is continuing at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such dispositionTransfer; (ii) with respect to any Transaction resulting in Net Asset Sale Proceeds in excess of $50,000,000 the US Borrower shall deliver to the Administrative Agent a certificate of its chief executive officer, the Loan Parties are in chief financial officer, treasurer or controller (or similar officer or representative) demonstrating compliance with Section 6.6 on a pro forma basis, such compliance to be determined on the basis with of the covenant set forth financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a) or (b) (or the equivalent provisions of the Existing Credit Agreement if no financial information shall have yet been delivered pursuant to Section 5.1(a) or (b)) as though such Transfer had been consummated as of the first day of the fiscal period covered thereby; and (iii) the Net Asset Sale Proceeds received by the Credit Parties in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions excess of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties $50,000,000 in the Ordinary Course aggregate in any Fiscal Year or $100,000,000 in the aggregate during the term of Business not interfering this Agreement shall, in each case, be applied in accordance with the business of the Loan Parties or any of their SubsidiariesSection 2.12(a) (including giving effect to all exceptions and allowances thereunder); (e) dispositions constituting an Investment Transfers of equipment or Restricted Payment permitted under this Agreementreal property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (f) dispositions in connection with an Event Transfers of Lossproperty, or issuances of its Capital Stock, by any Restricted Subsidiary to a Borrower or to another Restricted Subsidiary that is wholly-owned, directly or indirectly, by a Borrower; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default Transfers permitted by a Loan Party; and (j) any disposition described in the Structure MemorandumSections 6.4 or 6.11.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person (other than a Joint Venture) which is not the Borrower or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by (i) the Borrower or any Subsidiary to any wholly-owned Subsidiary which is a Subsidiary Guarantor, (ii) dispositions made by any Subsidiary to the Borrower or any wholly-owned Subsidiary which is a Subsidiary Guarantor, or (iii) dispositions made by any Subsidiary which is not a Subsidiary Guarantor to any other Subsidiary which is not a Subsidiary Guarantor; (d) dispositions made in connection with Investments permitted under Section 7.04; and (e) Franchise Conversions; provided that after giving pro forma effect to any such Franchise Conversion, no Default or Event of Default shall exist; (f) licenses and sublicenses by the Borrower or any Subsidiary of software and intellectual property in the ordinary course of business; and (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, and (ii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries after the Closing Date, together, shall not less (x) represent more than 7510% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) total assets of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, Borrower and its Subsidiaries as of the last day of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01 or (vy) after giving effect be related to such disposition, more than 10% of the Loan Parties are in compliance on a pro forma basis with consolidated net income of the covenant set forth in Section 7.19, recomputed Borrower and its Subsidiaries for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business 12-month period ending as of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) end of the Term Credit Agreement are complied with in connection therewith; (g) dispositions fiscal quarter preceding the date of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumdetermination.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party the Company shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock assets or Shares of any Subsidiary of any Loan Partythe Company, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptdispositions that fall within at least one of the following exceptions: (a) dispositions Dispositions in the Ordinary Course of inventoryBusiness to any Person, or usedof (i) Inventory, (ii) worn-out or surplus equipment or defaulted receivables for collection, all Equipment having a book value not exceeding $2,500,000 in the Ordinary Course aggregate in any Fiscal Year or (iii) any other Equipment solely to the extent that such Equipment of Businessa Credit Party is exchanged for credit against the purchase price of replacement or other Equipment for such Credit Party; provided, that in the case of clause (ii), the proceeds of such Disposition are promptly (but, in any event, within thirty (30) days of such Disposition) applied to the purchase price of replacement or other Equipment or, if not so applied, then to the extent of any net cash proceeds they shall be applied against the Obligations in accordance with Section 8.3; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered[reserved]; (c) dispositions of Cash Equivalents in the Ordinary Course of Business and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases dispositions of accounts receivable and related assets by (i) Real Alloy Germany to the German Factoring Facility Purchaser in accordance with the German Factoring Facility Documents and (ii) Mexican Subsidiaries to RA Canada pursuant to the terms of the Mexican Receivables Purchase Documents; (e) transfers of Property to a Credit Party by another Credit Party or subleases granted by any Subsidiary of a Credit Party and transfers of Property to third parties a Subsidiary that is not a Credit Party by a Subsidiary that is not a Credit Party; (f) the lease or sublease in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithReal Estate; (g) dispositions the sale in the Ordinary Course of the assets Business of Accounts pursuant to any Non-Material SubsidiaryPermitted Supplier Financing Arrangement; (h) sale-leasebacks a Sale to which the Required Holders have consented and which is consummated in accordance with the terms of real estate, machinery Section 9.16 and equipment with a value not subject to exceed $10,000,000 in the aggregateother terms and conditions of the DIP Order; (i) termination Liens permitted under Section 10.1 (to the extent constituting a transfer of a lease that is not reasonably likely to result Property); and (ii) Restricted Payments made in a Material Adverse Effect and does not result from a default by a Loan Partycompliance with Section 10.11; and (j) any disposition described other sale to which the Required Holders have consented and which is approved by the Bankruptcy Court pursuant to orders in form and substance reasonably acceptable to the Structure MemorandumRequired Holders.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether not owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $5,000,000 in any Fiscal Year under or (y) $20,000,000 in the aggregate during the term of this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1, 5.3, 5.4, 5.6 and 5.7; (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Restricted Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c); (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business, of past due Accounts in connection with the collection or compromise thereof that are not undertaken for the primary purpose of financing the Credit Parties; (i) Disposition of a nominal amount of Equity Interests in any Foreign Subsidiary in order to qualify members of the Board of Directors or equivalent governing body of such Foreign Subsidiary to the extent required by applicable foreign law; provided that, unless prohibited by applicable Requirement of Law, such Equity Interests shall be pledged to the Administrative Agent, for the benefit of the Secured Parties; (j) any swap of assets in exchange for services or other assets in the Ordinary Course of Business not interfering with of comparable or greater value or usefulness to the business of the Loan Credit Parties or and their respective Credit Parties as a whole, as determined in good faith by the management of the Borrower. (k) the unwinding of any of their SubsidiariesRate Contract pursuant to its terms; (el) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;[reserved]; and (fm) dispositions in connection with an Event of Loss; provided that Dispositions by any Restricted Subsidiary to any wholly-owned Restricted Subsidiary (the requirements of Section 2.05(b) and Section 2.03(b“New Parent Subsidiary”) of the Term Credit Agreement are complied with type described in connection therewith; clauses (d), (g) dispositions and (h) of the assets definition of any Non-Material “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Equity Interests in other Restricted Subsidiaries of the type described in clauses (d), (g) and (h) of the definition of “Excluded Subsidiary” to such New Parent Subsidiary; (hn) sale-leasebacks to the extent allowable under Section 1031 of real estatethe Code (or comparable or successor provision), machinery any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by any Credit Party or any Restricted Subsidiary of any Credit Party that is not in contravention of Section 5.8; (o) Dispositions of property to the extent that the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (p) Dispositions of inventory and equipment with a value not to exceed $10,000,000 goods held for sale in the aggregate;Ordinary Course of Business and immaterial assets in the Ordinary Course of Business; and (i) termination Permitted Receivables Transfers in connection with a Permitted Receivables Facility, so long as (other than with respect to any Permitted Receivables Transfers of Commission Receivables arising from the home and automobile segments of the Borrower’s business, the Net Proceeds of which are not required to be applied to prepay the Loans pursuant to the proviso to Section 1.8(c)), after giving Pro Forma Effect to such sale or other transfer, the Asset Coverage Ratio as of such date of determination is equal to the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period and (ii) a Disposition of the Equity Interests of a lease that is Permitted Receivables SPV, solely to the extent not reasonably likely to result constituting Collateral hereunder, in a Material Adverse Effect and does not result from a default connection with the exercise of remedies by a Loan Party; and (j) any disposition described third-party lender or agent in each case pursuant to and in accordance with the Structure Memorandumterms of the applicable Permitted Receivables Facility Documents.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall be paid not exceed in cash, any fiscal year $500,000 and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal period for which financial statements have been delivereddelivered pursuant to Section 4.1(b) or (c); (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases of Patents, Trademarks, Copyrights and other intellectual property rights granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Credit Parties or any of their Subsidiaries;, either on a non-exclusive basis or on an exclusive basis where exclusivity is restricted to a limited field of use that does not prohibit Borrowers and their Subsidiaries, or any of them, from commercializing the intellectual property rights so licensed or leased in applications outside the limited field of use or in an application presently commercialized by the Borrowers and their Subsidiaries; provided, however that (i) the Agent has a perfected first priority security interest in each such license, sublicense, lease or sublease and (ii) no Default or Event of Default shall exist at the time any Credit Party or any of its Subsidiaries enter into any such license, sublicense, lease or sublease; and (e) dispositions constituting an Investment licenses, sublicenses, leases or Restricted Payment permitted under this Agreement; (f) dispositions subleases of property other than intellectual property rights granted to third parties in connection the Ordinary Course of Business not interfering with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) business of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Parties or any of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtheir Subsidiaries.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Restricted Subsidiaries to, directly become a party to or indirectlyagree to or effect any sale, selltransfer, assignconveyance, leaselease or other disposition of assets, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the sale of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; Investments permitted pursuant to §9.3 hereof (other than §§9.3(d) and (e)); (b) dispositions not otherwise sales permitted hereunder which are made for fair market value under §9.6; (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (ivc) the requirements disposition or transfer of Section 2.05(b)(ii)assets by the Borrower or its Restricted Subsidiaries to the Borrower or a Restricted Subsidiary; (d) the disposition of obsolete or unusable Containers, Chassis, generator sets or other assets in the ordinary course of business consistent with past practices; (e) in connection with any Permitted Securitization; (f) leases of assets in the ordinary course of business consistent with past practices; (g) the disposition of containers, chassis and generator sets and other related assets in the ordinary course of business to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to such disposition, (i) no Default or Event of Default would exist and (ii) the Loan Parties net book value of all such assets that was the subject of any asset disposition in the then current fiscal year of the Borrower (including the proposed asset disposition) would not exceed 15% of the aggregate amount of all assets of the Borrower and its Restricted Subsidiaries determined as of the end of the then most recently ended fiscal year of the Borrower in accordance with GAAP; and (h) any other disposition of Containers, Chassis, Generators and/or other related assets, whether or not in the ordinary course of business, so long as (i) in the case of Containers, Chassis and Generators, the sale proceeds from such disposition are not less than the Net Book Value of the assets sold, (ii) the Borrower is in compliance on with §10.1 and §10.2 immediately after giving effect thereto, and (iii) the Borrower shall have delivered to the Administrative Agent a pro forma basis with Borrowing Base Report setting forth the covenant set forth in Section 7.19, recomputed for Borrowing Base after giving effect to the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) asset sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory in the Ordinary Course of Business, or (ii) dispositions of used, worn-out or surplus equipment or defaulted receivables for collectionother Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries, taken as a whole and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, in each case, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties and their Subsidiaries shall not exceed $1,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensesdispositions or discounts of delinquent notes or accounts receivable in connection with compromise, sublicenses, leases write down or subleases granted to third parties collection thereof in the Ordinary Course of Business not interfering or in connection with the business bankruptcy or reorganization of the Loan Parties applicable account debtors and dispositions of any securities received in any such bankruptcy or any of their Subsidiariesreorganization pursuant to Section 5.4(e); (e) dispositions constituting an Investment or Restricted Payment other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted under this Agreementby Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party; (f) dispositions cancellation of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in connection with an Event of Loss; provided that existence on the requirements of Section 2.05(bRestatement Effective Date) and Section 2.03(b) of on or after the Term Credit Agreement are complied with in connection therewithRestatement Effective Date; (g) dispositions any Event of the assets of any Non-Material SubsidiaryLoss that constitutes a Disposition; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatetransactions permitted under Sections 5.3; (i) termination dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties; (j) dispositions of Property of a lease Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v); (k) transactions permitted under Section 5.1(l); (l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfere in any material respect with the business of the Credit Parties or their Subsidiaries; (m) trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is not reasonably likely to result obtained in a Material Adverse Effect and does not result from a default by a Loan Partyexchange therefor; and (jn) any the disposition described by the Borrower of the “Purchased Assets” as defined in, and pursuant to the terms of, that certain Asset Purchase Agreement by and between the Borrower, as seller, and MiRus LLC, as buyer, dated as of June 13, 2019 (the “Mirus Sale Agreement”); provided that such disposition is made for fair market value and the mandatory prepayment in the Structure Memorandumamount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c).

Disposition of Assets. No Loan Party shallThe Company and the Parent shall not, and no Loan Party the --------------------- Parent shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory, equipment, trademarks, accounts receivable, operating space leases, and other assets by the Parent or any Subsidiary to the Parent or any Subsidiary (provided such Subsidiary is also a Guarantor) pursuant to reasonable business requirements; (d) dispositions of assets acquired in a permitted Acquisition which are made for fair market value; provided, that (i) the aggregate sales price -------- from such disposition shall be paid in cash or pursuant to a note receivable with a maturity date not exceeding one year, and (ii) the disposition shall occur within one year from the date of the permitted Acquisition (it being understood that the term of any leases or subleases of such assets, and any renewals of such leases or subleases, may be for a period longer than one year so long as such leases or subleases were originally entered into within one year from the date of the permitted Acquisition); (e) dispositions (including in connection with a sale-leaseback) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, -------- that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or pursuant to a note receivable with a maturity date not exceeding one year, and (iii) such dispositions are made for fair market valuethe aggregate value of all assets so sold by the Parent and its Subsidiaries, (ivtogether, pursuant to this Section 8.02(e) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of fiscal year $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;5,000,000; and (f) dispositions in connection with an Event assignments of Loss; accounts receivable for collection purposes, but not for financing, provided that the requirements aggregate amount of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of all such accounts -------- receivable assigned at any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value one time does not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum1,000,000.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose (collectively, “dispositions”) of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventoryInventory to retail, wholesale and commercial customers, or used, worn-out or surplus equipment or defaulted receivables for collectionProperty, all in the Ordinary Course of Business, excluding, in each case, dispositions in connection with Store closures; (b) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (c) transactions permitted under Section 5.1(m); (d) as long as (i) no Event of Default hereof then exists or would arise therefrom, (ii) no Overadvance would result therefrom, (iii) not less than eighty-five percent (85%) of the aggregate sales price from such disposition shall be paid in cash, and (iv) the assets subject to any such sale are sold at arm’s length for an amount not less than the fair market value thereof, bulk sales or other dispositions of the Credit Parties’ Inventory and other assets not in the Ordinary Course of Business in connection with Store closings; provided that (i) such Store closures and related Inventory and other asset dispositions shall not exceed, in any Fiscal Year of the Borrower and its Subsidiaries, the lesser of (x) two hundred (200) stores or (y) five percent (5%) of the number of the Credit Parties’ Stores as of the beginning of such Fiscal Year (in each case, net of (1) Store openings during such Fiscal Year and (2) Store relocations (A) occurring substantially contemporaneously, but in no event later than sixty (60) Business Days after the related Store closure date, or (B) wherein a binding lease has been entered into prior to the related Store closure date) as set forth in the Compliance Certificate delivered pursuant to Section 4.2(b), and (ii) as of any date after the Closing Date, the aggregate number of such Store closures since the Closing Date shall not exceed six hundred (600) Stores (net of (1) Store openings from and after the Closing Date) and (2) Store relocations (A) occurring substantially contemporaneously, but in no event later than sixty (60) Business Days after the related Store closure date or (B) wherein a binding lease has been entered into prior to the related Store closure date) as set forth in the Compliance Certificate delivered pursuant to Section 4.2(b); provided further, that (I) all sales of Inventory and other assets in connection with Store closings in a transaction or series of related transactions shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agent, (II) the net cash proceeds received in connection with such asset sales shall be applied to prepay the Obligations in accordance with Section 1.8 and (III) to the extent at least fifteen (15) Stores are closed in any Fiscal Month (net of any Store openings for such Fiscal Month), the Agent shall have received a Borrowing Base Certificate giving effect to such disposition on a Pro Forma Basis, which shall include any SCP Inventory Sale Reserve with respect thereto; (e) dispositions of property (other than Inventory, Accounts, Real Estate and Intellectual Property) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)under this Section 5.2; provided, provided that (i) at the time of any dispositionsuch Disposition, no Default or Event of Default shall exist or shall result would arise from such dispositionDisposition, and no Overadvance would result therefrom, (ii) not less than 75% eighty-five percent (85%) of the aggregate sales price from such disposition shall be paid in cash, (iii) the assets subject to any such dispositions sale are made sold at arm’s length for an amount not less than the fair market value, value thereof and (iv) the requirements aggregate book value of Section 2.05(b)(ii), all property disposed of pursuant to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions this clause (e) shall not exceed $20,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of or $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties 50,000,000 in the Ordinary Course of Business not interfering with aggregate after the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this AgreementClosing Date; (f) dispositions in connection with an as long as no Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) Default hereof then exists or would arise therefrom, disposition of the Term Credit Agreement are complied with Real Estate located at ▇▇▇/▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and all fixtures and related assets so long as not less than 85% of the aggregate sale price from such disposition shall be paid in connection therewithcash; (g) as long as no Event of Default hereof then exists or would arise therefrom, dispositions of the assets of any Non-Material Subsidiaryunimproved land located in Stockton, California; (h) sale-leasebacks dispositions of real estate, machinery and equipment with a value not Property by any Credit Party or any of its Subsidiaries to exceed $10,000,000 in the aggregate; (i) termination any other Credit Party or Subsidiary of a lease Credit Party; provided that if the transferor of such Property is not reasonably likely to result in a Material Adverse Effect and does not result from Credit Party, the transferee thereof must be a default by a Loan Credit Party; and (ji) any disposition described in the Structure Memorandumdispositions of Property expressly permitted by Section 5.4 or Section 5.11.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, leaselease (as lessor), convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any Property (including the Stock of any Subsidiary of any Loan PartyCredit Party owned by such Person, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or usedInventory, worn-out or surplus equipment or defaulted receivables for collectionequipment no longer used or useful in the business, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 6,000,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivereddelivered (assuming for such purpose that the maximum Leverage Ratio (on a Net Basis) and maximum Senior Leverage Ratio (on a Net Basis) as of any date occurring prior to December 31, 2014 are 8.00:1.00 and 7.00:1.00, respectively); provided, the foregoing clause (iv) shall not apply to any disposition to the extent either the assets being disposed do not contribute positively to the Borrower’s EBITDA (as demonstrated by a certificate of a Responsible Officer of the Borrower setting forth the applicable calculations in reasonable detail) or the acquisition of such assets was not funded, in part or in whole, by Incremental Term Loans; (c) (i) dispositions of cash and Cash Equivalents without contravention of any other provision of this Agreement and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1(l); (e) discounts or forgiveness of accounts receivable in the Ordinary Course of Business or in connection with collection or compromise thereof; (f) transfers of Property subject to any Event of Loss (including in lieu thereof); provided that the Net Proceeds thereof are applied if and to the extent required by Section 1.8; (g) non-exclusive licenses and non-exclusive sublicenses (including any non-exclusive license or non-exclusive sublicense of Intellectual Property) and leases and subleases, sublicenses, leases or subleases granted to third parties in each case in the Ordinary Course of Business not interfering with impairing in any material respect the conduct of the business of the Loan Credit Parties or any of their Subsidiaries; (eh) dispositions constituting an Investment or Restricted Payment permitted under this Agreementany issuance of Stock of a Subsidiary to a Credit Party (or, in the case of a Foreign Subsidiary that is a Subsidiary of a Foreign Subsidiary, to such Foreign Subsidiary); (fi) dispositions the lapse or abandonment of Intellectual Property rights which, in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) reasonable good faith determination of the Term Credit Agreement Borrower, are complied with no longer used or useful to the conduct of the business of the Borrower or any Subsidiary or to the extent no longer economically desirable in connection therewiththe conduct of their business; (gj) dispositions of the assets of any Non-Material SubsidiaryPermitted Liens; (hk) cancellations, terminations or surrender by any Credit Party or any Subsidiary of any Credit Party of any lease in the Ordinary Course of Business; (l) the sale-leasebacks , assignment, lease, conveyance, transfer or other disposition of real estateProperty by (i) any Credit Party to any other Credit Party, machinery (ii) any Subsidiary of Holdings that is not a Credit Party to any other Subsidiary of Holdings that is not a Credit Party and equipment (iii) any Credit Party to any Subsidiary of Holdings that is not a Credit Party; provided that, with a respect to this clause (iii), the aggregate fair market value of all such assets so sold, assigned, leased, conveyed, transferred or otherwise disposed of shall not exceed (together with extensions of credit (to exceed the extent then outstanding) or capital or asset contributions pursuant to Section 5.4(b)(iii)) $10,000,000 3,000,000 in the aggregate; (m) dispositions of non-core assets (“non-core assets” to be determined by the Borrower in the exercise of its reasonable good faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by the Borrower delivered to the Administrative Agent prior to the time the Permitted Acquisition pursuant to which such assets are acquired is consummated) acquired in connection with any Permitted Acquisition or other Investment permitted under Section 5.4, provided that all of the following conditions are satisfied (unless otherwise agreed to by the Administrative Agent in writing): (i) termination in the event a Default or Event of a lease that Default shall have occurred and be continuing at the time of such disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, not less than 75% of the sales price from such disposition shall be paid in cash and Cash Equivalents, (ii) the mandatory prepayment in the amount of the Net Proceeds of such disposition is not reasonably likely made if and to result in a Material Adverse Effect and the extent required by Section 1.8, (iii) the fair market value of such non-core assets from any Permitted Acquisition so disposed of does not result from a default exceed 25% of the total consideration paid or payable for such Permitted Acquisition and (iv) such non-core assets are disposed of within twelve (12) months (or, subject to the consent of the Administrative Agent in its sole discretion, within eighteen (18) months) following the closing of such Permitted Acquisition; (i) any disposition or issuance by a Loan PartyHoldings of its own Stock or Stock Equivalents (other than to the extent resulting in an Event of Default pursuant to Section 7.1(k)) and (ii) dispositions by any Subsidiary of its own Stock and Stock Equivalent to qualify directors where required by applicable law; (o) the termination or unwinding of any Rate Contract in accordance with its terms; and (jp) any disposition described in dispositions of Property at fair market value to the Structure Memorandumextent that such Property is exchanged for credit against the purchase price of substantially concurrently purchased similar replacement Property.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventoryInventory, (ii) dispositions of worn out, obsolete or surplus personal property, or used, worn-out or surplus equipment or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Subsidiaries and (iii) any abandonment, cancellation or lapse of any Intellectual Property that is both (x) not material and (y) no longer commercially practicable, necessary or desirable to maintain or useful in the conduct of the business of the Credit Parties and their Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) not less than 75to the extent the purchase price therefor is in excess of $1,000,000, 100% of the aggregate sales price from such disposition shall be paid in cash, cash or Cash Equivalents (iii) such dispositions are made for fair market value, (iv) the requirements or marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of Section 2.05(b)(iireceipt thereof), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.7 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses5.3, leases 5.7 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.13; (e) dispositions constituting an Investment of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or Restricted Payment permitted under this Agreement(ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) dispositions sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithcollection or compromise thereof; (g) dispositions of the assets of any Non-Material Subsidiary[reserved]; (h) sale-leasebacks leases, subleases, licenses or sublicenses (including the provision of real estatesoftware under an open source license), machinery and equipment with a value not to exceed $10,000,000 in each case in the aggregateordinary course of business; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and[reserved]; (j) any disposition described by any Credit Party to any other Credit Party; (k) [reserved]; (l) [reserved]; (m) the termination or unwinding of any Rate Contract with a net termination value payable by a Credit Party or any Subsidiary of a Credit Party not in excess of $1,000,000; (n) dispositions as a direct result of an Event of Loss and the Structure Memorandumdisposition of Property damaged as a result thereof; provided that the Net Proceeds of such dispositions are applied pursuant to Section 1.8(c) to the extent required thereby; (o) [reserved]; (p) dispositions made in order to comply with an order of any Governmental Authority or any applicable Requirement of Law not to exceed $5,000,000 during the term of this Agreement; and (q) dispositions not otherwise permitted hereunder in an aggregate amount not to exceed $5,000,000 for all such transactions during the term of this Agreement.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, conveylicense, transfer transfer, assign or otherwise dispose of (of, whether in one or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole; provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, solely in connection with an internal restructuring, the Company or the Term Facility Borrower may transfer all or substantially all of their assets (in one transaction or a series of transactions) any Property (including the Stock of to any Subsidiary of any Loan Party, the Company (whether existing prior to such disposition or created in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseconnection therewith) or enter into any agreement to do any holding company so long as the direct or indirect holders of the foregoing voting Equity Interests of such holding company immediately following such transaction are substantially the same as the holders of voting Equity Interests of the Company immediately prior to such transaction, in each case organized and existing under the laws of the United States, any State thereof or the District of Columbia; provided that in any such case, the transferee entity shall, pursuant to documentation reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent by such transferee entity, expressly assume all of the Company’s or the Term Facility Borrower’s obligations, as the case may be, under this Agreement and the other Loan Documents and cause to be delivered such other customary documentation reasonably requested by the Administrative Agent including a favorable opinion of counsel to such transferee and information and documentation for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (except subject to compliance withand upon such execution and delivery, such transferee shall be the “Term Facility Borrower” or termination of“Company” hereunder, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivableas applicable); provided, further, that (i) at the time of any dispositioneach Guarantor shall, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect as a condition to such disposition, pursuant to documentation reasonably satisfactory to the Administrative Agent, reaffirm all of its obligations and liabilities under this Agreement and the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19Documents (including, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenseswithout limitation, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumits Guarantee).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out out, obsolete or surplus equipment property, whether now owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property (excluding Equity Interests in Subsidiaries) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under this clause or (by) $20,000,000 in an the aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of following the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredFourth Amendment Effective Date; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1 (other than subsections 5.1(w) and/or 5.1(z)(ii)), 5.3 (other than subsection 5.3(e)), 5.4 (other than subsections 5.4(d) and/or 5.4(y)), 5.6 (other than subsection 5.6(a)) and 5.7 (other than subsection 5.7(g)); (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c) to the extent not employed for the purpose of replacing the assets subject to such events; (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business not interfering with the business Business, of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions past due Accounts in connection with an Event the collection or compromise thereof that are not undertaken for the primary purpose of Loss; provided that financing the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregateParties; (i) termination [reserved]; (j) [reserved]; (k) the unwinding of any Rate Contract pursuant to its terms; (l) [reserved]; (m) [reserved](x) Dispositions to the SPV Subsidiaries and/or the ABS Note Subsidiaries that are required pursuant to the terms of the ABS Documentation and (y) Permitted Receivables Transfers in connection with a lease that is not reasonably likely to result Permitted Receivables Facility and in a Material Adverse Effect and does not result from a default by a Loan Partyaccordance with the terms of the applicable Permitted Receivables Facility Documents; and (jn) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any disposition described exchange of like property (excluding any boot thereon permitted by such provision) for use in the Structure Memorandumany business conducted by any Credit Party or any Subsidiary of any Credit Party that is not in contravention of Section 5.8.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, lease, assign, leasetransfer, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)its assets, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions of unnecessary, obsolete or worn out equipment and leases, sub-leases or licenses of property in the ordinary course of business for terms which do not otherwise permitted hereunder exceed, or which are made for fair market value cancelable by the Borrower within one year (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall other term as may be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), acceptable to the extent applicableAgent) and which leases, are complied with in connection therewith, provided that, all Net Cash Proceeds received sub-leases or licenses do not materially detract from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis or interfere with the covenant set forth in Section 7.19use or intended use of such property by the Borrower or such Subsidiary, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredas applicable; (c) sales, leases, or other dispositions of Cash Equivalentsvehicles so long as the Borrower uses the net proceeds of such sales to acquire replacement vehicles; (d) licensessales, sublicensesleases, leases or subleases granted other dispositions of assets by any Subsidiary to third parties in a Significant Subsidiary or to the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their SubsidiariesBorrower; (e) dispositions constituting an Investment the sale of the assets disclosed on Schedule 10.8 at any time that no Event of Default exists in one or Restricted Payment permitted under this Agreementmore arm's length transactions; provided that, each asset is sold for fair value, no Default would result therefrom, and the Net Cash Proceeds of such sale are delivered to the Agent for repayment of the Loans as required by subsection 5.4(b)(i); (f) dispositions in connection with the sale to third parties (each such third party or an Event Affiliate of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(bsuch third party, herein a "Route Purchaser") of lists of customers who provide raw materials to the Term Credit Agreement Borrower or a Subsidiary and the containers utilized to collect and store such materials (each a "Route Sale") if all the following conditions are complied satisfied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not respect to exceed $10,000,000 in the aggregate;each Route Sale: (i) termination No Event of Default exists as of the date of the sale or would result therefrom, including, without limitation, any Event of Default that might result therefrom because of the failure to comply with Section 11.3 (i.e., the Capital Expenditure covenant); (ii) such sale is made in connection with a corresponding purchase from the applicable Route Purchaser of a lease that is not reasonably likely list of customers who can provide raw materials to result the Borrower or a Subsidiary and a corresponding purchase of the containers utilized to collect and store such materials (the "Offsetting Purchase"); (iii) if the Net Cash Proceeds (calculated in a Material Adverse Effect and does not result accordance with clause (2) of the definition of Net Cash Proceeds) received from a default by a Loan PartyRoute Sale exceed the purchase price for the corresponding Offsetting Purchase, then the amount of the excess shall be delivered to the Agent for repayment of the Loans in accordance with subsection 5.4(b)(i); and provided that for purposes of this Agreement (j) any disposition described in including for the Structure Memorandum.purpose of determining the amount to be applied to the

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) ), or enter into any sale-leaseback transaction, or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made of Cash Equivalents for fair market value (excluding Accounts, Inventory cash and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredFair Market Value; (c) dispositions of Cash Equivalents[intentionally omitted]; (di) licensesany Subsidiary of the Borrower may transfer any of its Property to the Borrower or any Subsidiary Guarantor and (ii) the Borrower may transfer any of its Property to any Subsidiary Guarantor so long as the Borrower does not transfer all or any material portion of its Property pursuant to this clause (e)(ii); (e) [intentionally omitted]; (f) [intentionally omitted]; (g) sales or discount, sublicenses, leases or subleases granted to third parties in each case without recourse and in the Ordinary Course of Business not interfering with Business, of Accounts arising in the business Ordinary Course of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions Business, but only in connection with an Event of Loss; provided that the requirements of Section 2.05(b) collection or compromise thereof and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets not as part of any Non-Material Subsidiaryfinancing transaction; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate[intentionally omitted]; (i) termination dispositions resulting from any casualty or other insured damage to, or any taking under power of a lease that is not reasonably likely to result eminent domain or by condemnation or similar proceeding of, any Property of any Credit Party or any Subsidiary thereof provided the net proceeds thereof are applied (and/or reinvested) in a Material Adverse Effect and does not result from a default by a Loan Party; andaccordance with subsection 1.8(c); (j) any disposition described in [intentionally omitted]; (k) Liens permitted under Section 5.1 (to the Structure Memorandumextent constituting a transfer of Property).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, license, convey, transfer transfer, abandon, dedicate to the public, or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Restricted Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) (i) dispositions of inventory, or used, Inventory in the ordinary course of business and (ii) dispositions of worn-out out, obsolete or surplus equipment personal property or defaulted receivables for collection, all any property no longer useful in the Ordinary Course conduct of Businessthe business of the Credit Parties and their Restricted Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(c); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) to the extent the purchase price therefor for all such dispositions in the aggregate is in excess of the greater of (x) $7,000,000 and (y) 10.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction), not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents (iiior marketable securities or other Property that is converted to cash or Cash Equivalents within 45 days of receipt thereof) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), or Designated Non-Cash Consideration to the extent applicable, are complied with in connection therewith, provided that, that the aggregate fair market value of all Net such Designated Non-Cash Proceeds received from dispositions in any Fiscal Year under this clause Consideration does not exceed the greater of (bx) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 3,000,000 and (vy) after giving effect to such disposition, the Loan Parties are in compliance 4.0% of Combined EBITDA (determined on a pro forma basis with the covenant set forth in Section 7.19, recomputed Pro Forma Basis for the most recent recently ended four Fiscal Quarter period for which financial statements have been delivereddelivered on the date of the relevant transaction) (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received); (c) (i) dispositions of cash and Cash Equivalents; provided that for the avoidance of doubt, this clause (c) shall not independently permit any Investment, any transaction with any Affiliate, or any Restricted Payment which is otherwise prohibited hereunder by Sections 5.4, 5.6 or 5.11 and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licensestransactions permitted under Section 5.1, sublicenses, leases 5.3 or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries5.11; (e) dispositions constituting of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement Property; (f) sales, discounting or forgiveness of Accounts in the ordinary course of business or in connection with the collection or compromise thereof; (g) the abandonment, cancellation, lapse, or other disposition of Intellectual Property that is no longer used or useful in the conduct of the business of the Credit Parties or any of their respective Restricted Subsidiaries; (h) leases or subleases in the ordinary course of business; (i) non-exclusive licenses or sublicenses in the ordinary course of business; (j) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) any disposition by any Credit Party to any other Credit Party, (ii) any disposition by any Non-Credit Party to any other Non-Credit Party or any Credit Party and (iii) dispositions by any Credit Party to a Non-Credit Party not exceeding in the aggregate for all such dispositions pursuant to this clause (iii) $2,000,000 in any Fiscal Year; (l) [reserved]; (m) dispositions of any Non-Core Assets acquired in connection with any Permitted Acquisition or other Investment in compliance with Section 5.4 so long as the Net Proceeds of such disposition are applied as a mandatory prepayment of the Loans to the extent required by, and pursuant to the terms of, Section 1.8(c); (n) the termination or unwinding of any Rate Contract; (o) dispositions as a direct result of an Investment Event of Loss and the disposition of Property damaged as a result thereof; (p) Permitted Sale-Leaseback Transactions with an aggregate consideration not in excess of the greater of (i) $7,000,000 and (ii) 10% of Combined EBITDA of (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) for all such transactions during the term of this Agreement. (q) dispositions made in order to comply with an order of any Governmental Authority or Restricted Payment permitted under any applicable Requirement of Law not exceeding the greater of (x) $10,000,000 and (y) 15.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) during the term of this Agreement; (fr) dispositions any other disposition in connection with an Event aggregate amount not exceeding the greater of Loss; provided that (x) $15,000,000 and (y) 20.0% of Combined EBITDA (determined on a Pro Forma Basis for the requirements of Section 2.05(b) and Section 2.03(b) most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the Term Credit Agreement are complied with in connection therewith; (grelevant transaction) dispositions for all such transactions or series of transactions during the assets term of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partythis Agreement; and (js) any disposition described in Disposition of the Structure Memorandum▇▇▇▇▇▇▇ Property and/or Brickhaven Property after payment of the Riverbend/▇▇▇▇▇▇ Contract Termination Fee by Duke Energy.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of any property (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Partyincluding, whether in a public or a private offering or otherwiseexcept as permitted by subsection 8.1(l), and accounts and notes receivable, with or without recourse) or permit or suffer to occur an Event of Loss with respect to any of its properties, or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions Timber Harvest in compliance with Section 8.20; (b) sales for fair market value thereof of inventoryassets not otherwise permitted hereunder to Persons who are not Affiliates of the Company, and Events of Loss with respect to properties of the Company and its Subsidiaries, if: (i) except in cases of Events of Loss, at the time of such sale no Default or Event of Default exists or shall result from such sale; and (ii) the Net Proceeds of such sale or Event of Loss, if and to the extent the aggregate of all Net Proceeds of all such sales and Events of Loss received by the Company or its Subsidiaries in any calendar year exceed the Maximum Amount for such year, (A) are applied, within 180 days of receipt of such excess Net Proceeds, to the purchase of productive assets in a Permitted Business (including purchases not consummated during such 180 days if a binding agreement for such purchase is entered into during such period and such purchase is completed within 90 days after the expiry of such 180 day period), or (B) are applied within 180 days of such disposition to the purchase, repayment, or Cash Collateralization of such Senior Debt as the Company may elect to so repay; provided, however, the Company shall not be required to apply any excess Net -------- ------- Proceeds pursuant to clause (A) or (B) above if and to the extent that, when received, such excess Net Proceeds do not exceed cash expenditures by the Company for the purchase of productive assets in a Permitted Business during the preceding 90 days (excluding any purchase to the extent financed by a Loan or to the extent such purchase was previously applied as a credit to reduce repayments, repurchases, or Cash Collateralization of Senior Debt required by this subsection 8.2(b) or Section 8.20); and, provided further, -------- ------- that (1) at any time the Company shall elect to repay or purchase Senior Debt other than the Loans, the Company shall also repay or Cash Collateralize Obligations by at least a pro rata amount (based on the then outstanding principal of amount of all Senior Debt), (2) a Responsible Officer shall have notified the Agent promptly after its determination to so apply the Net Proceeds and shall have certified the receipt of fair market value for such assets and the proper application of such Net Proceeds in accordance with this subsection 8.2(b), and (3) if, during the aforementioned periods, the Net Proceeds of all such sales which have not been applied to the purchase of productive assets in a Permitted Business or distributed to the holders of Senior Debt for application to the repayment of such Senior Debt exceeds at any time during any calendar year in aggregate the Maximum Amount for that calendar year, all such net proceeds in excess of the Maximum Amount shall be placed immediately upon receipt thereof in an escrow account, pursuant to an Escrow Agreement, for the purpose of application in accordance with clauses (A) and (C) above. The Company shall apply any Net Proceeds withdrawn from escrow pursuant to an Escrow Agreement to the applications required by clauses (A) or (C) above within three Business Days after such withdrawal; (c) sales of used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (bd) dispositions sales of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; and (e) simultaneous exchanges by the Company of Timberlands for other timberlands in the Ordinary Course of Business, with Persons who are not otherwise permitted hereunder which are made for fair market value (excluding AccountsAffiliates of the Company, Inventory and notes receivable); provided, that if: (i) at the time of any dispositionsuch exchange, no Event of Default shall exist exists or shall result from such disposition, exchange; (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) value of all Timberlands so exchanged by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance Company do not exceed on a pro forma cumulative basis with $100,000,000 during the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions term of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (fiii) dispositions the timberlands to be received in connection with exchange are of at least an Event equivalent fair market value to the Timberlands to be exchanged or, if such other timberlands are not of Loss; provided that at least an equivalent fair market value, the amount of any shortfall shall constitute a sale under subsection 8.2(b) subject to the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partysubsection 2.6(a); and (jiv) the Agent has received, in form and substance satisfactory to the Agent and the Majority Banks, copies of appraisals or valuations for the Timberlands to be exchanged and the other timberlands to be received in the exchange, which appraisals or valuation shall, in the case of any disposition exchange where the Company is transferring properties (in one or a series of related transactions) having a fair market value in excess of $25,000,000, to be prepared by an independent appraiser acceptable to the Agent and the Majority Banks, and in all other cases the appraisal or other valuation may be prepared by the Company in such form and content as is usual and customary in accordance with past practices of the Company; provided, however, that any exchange permitted by this subsection 8.2(e) may be -------- ------- in the form of a tax deferred exchange and the conditions described in clauses (iii) and (iv) above may be satisfied up to 180 days after the Structure Memorandumsale of the Timberlands, so long as the aggregate sale price of the Timberlands with respect to which timberlands have not yet been received in exchange in accordance with this subsection 8.2(e) do not at any one time exceed $25,000,000, or, if such sale price exceeds $25,000,000, all Net Proceeds of such sales in excess of $25,000,000 shall be placed immediately upon receipt thereof in an escrow account, pursuant to an Escrow Agreement, for the purpose of application in accordance with clauses (b)(ii)(A) and (b)(ii)(C) above. The Company shall apply any Net Proceeds withdrawn from escrow pursuant to an Escrow Agreement to the applications required by clauses (b)(ii)(A) or (b)(ii)(C) above within three Business Days after such withdrawal.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions to any Person other than an Affiliate of a Credit Party of inventory, or used, worn-out out, obsolete or surplus equipment or defaulted receivables for collectionhaving a book value not exceeding $350,000 in the aggregate in any Fiscal Year, all in the Ordinary Course of Business; (b) dispositions (other than of (i) the Stock of any Subsidiary of any Credit Party or (ii) any Accounts of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% ninety percent (90%) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 1,000,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) (i) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties Equivalents in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with made to a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease Person that is not reasonably likely to result in a Material Adverse Effect an Affiliate of any Credit Party and does not result from a default by a Loan Party(ii) conversions of Cash Equivalents into cash or other Cash Equivalents; and (jd) any disposition described in the Structure Memorandumtransactions permitted under Section 5.1(l).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, license, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions in the Ordinary Course of inventoryBusiness to any Person other than an Affiliate of a Credit Party, of Inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Equipment having a book value not exceeding $250,000 in the Ordinary Course of Businessaggregate in any Fiscal Year; (b) dispositions (other than (i) of the Stock of any Subsidiary of any Credit Party or any Accounts of any Credit Party and (ii) pursuant to exclusive licenses or sublicenses) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 500,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal month for which financial statements have been delivereddelivered (assuming for such purpose that the levels and amounts, as applicable, required as of any date occurring prior to the date any such covenant is first required to be tested under Article VI equal the first such level or amount, as applicable, required in connection with such first test); (c) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under Section 5.1(l); (e) sales, transfers, conveyances assignments, leases, subleases or dispositions constituting an Investment solely to effectuate a merger or Restricted Payment consolidation permitted under this Agreementpursuant to Section 5.3; (f) dispositions in connection with an Event of Loss; provided that to the requirements of extent constituting a disposition, loans, advances and Investments permitted by Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith5.4; (g) dispositions of the assets granting of any Non-Material SubsidiaryPermitted Liens; (h) sale-leasebacks dispositions resulting from any casualty or other insured damage to, or any taking under power of real estateeminent domain or by condemnation or similar proceeding of, machinery and equipment with a value not to exceed $10,000,000 in the aggregate;any property or asset of any Loan Party or any Subsidiary; and (i) termination disposition of products not acquired by the Borrowers for use in the business of the Borrowers, but rather as part of a lease larger acquisition permitted hereby for product, the majority of which (measured in terms of pro-forma revenue) was acquired for use in the business of the Borrowers; provided that is not reasonably likely to result in a Material Adverse Effect and does not (i) no Event of Default shall then exist or result from a default by a Loan Party; and such disposition and (jii) the aggregate fair market value of all such products so disposed of in any disposition described in the Structure MemorandumFiscal Year shall not exceed $250,000.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out out, obsolete or surplus equipment or defaulted receivables for collectionproperty, all in the Ordinary Course of Business; (b) sales, transfers, leases and other dispositions to any Borrower or any Subsidiary, provided that any such sales, transfers, leases or other dispositions involving a Subsidiary that is not otherwise a Credit Party shall be made in compliance with Section 5.6; (c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (d) sales, transfers and dispositions of Investments permitted hereunder which are by clauses (j) and (l) of Section 5.4; (e) sale and leaseback transactions permitted by Section 5.18; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; (g) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made for fair market value to a Person that is not an Affiliate of any Credit Party and (excluding Accounts, Inventory ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (h) transactions permitted under Section 5.1(h); (i) dispositions of those assets set forth on Schedule 5.2(i) of the Disclosure Letter and notes receivable); provided, of Non-Borrowing Base Real Estate provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from any such disposition shall be paid in cashnot include any Accounts or Inventory of any Credit Party, and (iii) the Net Proceeds of such disposition are applied in accordance with Section 1.6; (j) dispositions constituting a Permitted Inventory Liquidation; provided that (i) no Default or Event of Default shall exist or shall result from such disposition; (ii) the Net Proceeds of such disposition are applied in accordance with Section 1.6; (k) sales, transfers and other dispositions of assets (other than of (i) the Stock of any Subsidiary of any Credit Party unless all of such Stock of a Subsidiary is sold (in which case the sale of all such Stock shall be subject to the provisions of the proviso hereto), or (ii) any Accounts, Inventory, Real Estate or Intellectual Property of any Credit Party) that are not permitted by any other clause of this Section 5.2, provided that (i) such sale, transfer and other disposition is made for fair market value, (ivii) the requirements aggregate fair market value (based on an arm's-length transaction) of all assets sold, transferred or otherwise disposed of in reliance upon this Section 2.05(b)(ii5.2(k), to together with the extent applicable, are complied with aggregate fair market value of all assets in connection therewithwith sale and leaseback transactions permitted under Section 5.18 hereof, provided that, all Net Cash Proceeds received from dispositions in shall not exceed $10,000,000 during any Fiscal Year under of the Company or $30,000,000 over the term of this clause Agreement, (biii) in an aggregate amount in excess no sale, transfer or other disposition of $7,500,000 per annum a Specified Asset shall be paid in accordance with permitted by this Section 2.03(b5.2(k) without the consent of the Term Credit Agreement orRequired Lenders, if applicable(iv) at the time of any disposition, Second Lien Credit Agreement, no Default or Event of Default shall exist or shall result from such disposition and (v) after giving effect the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in extent required by Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered1.8; (cl) notwithstanding anything to the contrary contained in clause (k) above, sales, transfers or other dispositions of Cash EquivalentsEligible Trade Names or related Intellectual Property so long as the cash consideration received for such sale, transfer or disposition is at least equal to the Net Forced Liquidation Value of such Eligible Trade Names or related Intellectual Property; (dm) licensessales, sublicensestransfers or other dispositions of Borrowing Base Real Estate so long as the cash consideration received for such sale, transfer or disposition is at least equal to the amounts set forth on Schedule 5.2 of the Disclosure Letter provided that all sales, transfers, leases or subleases granted and other dispositions permitted hereby (other than those permitted by clauses (c) and (f) above) shall be made for fair value and (other than those permitted by clause (a) (solely with respect to third parties Inventory in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (eBusiness)) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfor at least 75% cash consideration.

Disposition of Assets. No Loan Party shallEach Borrower will not, and no Loan Party shall suffer or will not permit any of its Restricted Subsidiaries to, directly to effect any disposition of assets or indirectly, sell, assign, lease, convey, transfer stock or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)other equity interests, except: (a) dispositions any disposition of inventoryassets by (i) any Loan Party to any other Loan Party, (ii) any non-Loan Party to any Loan Party or used(iii) any non-Loan Party to any other non-Loan Party, worn-out or surplus equipment or defaulted receivables for collection, all in each case to effect the Ordinary Course of BusinessCorporate Restructuring; (b) dispositions not otherwise the disposition of assets in the ordinary course of business and sale leasebacks to the extent permitted hereunder which are made for fair market value under §10.6; (excluding Accountsc) the disposition of Investments in joint ventures, Inventory Unrestricted Subsidiaries and notes receivableother Capital Stock (other than Capital Stock in Restricted Subsidiaries); provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such dispositiondisposition is on an arm’s-length basis, (ii) not less than 75% of the aggregate sales price from proceeds of such disposition shall be paid is in cashcash or Cash Equivalents, (iii) no Default or Event of Default exists or will occur as a result of such dispositions are made for fair market value, disposition or sale and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) on a pro forma basis calculated as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) end of the most recently ended fiscal quarter after giving effect to such disposition, the Loan Parties are disposition or sale GWI and its Subsidiaries would be in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19, recomputed §11 as at the end of and for the most recent Fiscal Quarter recently ended fiscal quarter. Notwithstanding the foregoing, (x) if no Default or Event of Default exists or will occur as a result of such disposition or sale, the Borrowers and their Restricted Subsidiaries may lease, sell or otherwise dispose of assets (other than stock and other equity interests) for which financial statements have been delivered; (c) dispositions of cash or Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements aggregate net book value (at the time of Section 2.05(b) disposition thereof and Section 2.03(bafter giving effect to the contemplated disposition) of all such assets shall not exceed $25,000,000 during any period of twelve consecutive months, and (y) no Borrower will, nor will any Borrower permit any of its Restricted Subsidiaries to, become a party to or agree to or effect any sales by such Borrower or Restricted Subsidiary of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively “receivables”), whether pursuant to a purchase facility or otherwise, other than in connection with the Term Credit Agreement are complied disposition of the business operations of such Borrower or Restricted Subsidiary relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Borrower or Restricted Subsidiary to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Inventory in the Ordinary Course of Business; (b) dispositions of used, worn-out or surplus Equipment, in the Ordinary Course of Business or dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsand, Inventory to the extent required by SECTION 1.16(C), the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in SECTION 1.16(C) and notes receivableapplied to the Loans in the manner set forth in SECTION 1.16(C); providedPROVIDED, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or in productive assets of a kind used or useable in the business of Borrower, and (iii) such dispositions are made for fair market valuethe aggregate value of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $7,500,000 and; (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are Borrower is in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article 6, recomputed for the most recent Fiscal Quarter month for which financial statements have been delivered; (c) dispositions Investments of Cash Equivalents;cash permitted under Section 5.4; and (d) licenses, sublicenses, leases or subleases granted to third parties in dispositions of Property by the Ordinary Course of Business not interfering with the business of the Loan Parties Borrower or any of their Subsidiaries; (e) dispositions constituting an Investment Wholly-Owned Subsidiary to the Borrower or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; any Wholly-Owned Subsidiary pursuant to reasonable business requirements, provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estatethat, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination following such disposition, the Agent continues to have a first-priority lien on and security interest in all such Property free and clear of all defects, encumbrances and Liens, subject only to Permitted Liens, and (ii) Agent shall have received all such documents necessary to evidence such continued perfection and priority that Agent shall reasonably request, including, without limitation, all necessary title insurance endorsements. Nothing in this Section 5.2 shall be deemed to permit the disposition of the capital stock of any Subsidiary, which is a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumprohibited "Change of Control" hereunder.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Banks, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementhereafter acquired), except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or supplemented from time to time, (d) disposition by the Borrower of all or any portion of its transmission assets in one or more RTO Transactions, (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition by Avista Energy, Inc. of its assets in the ordinary course of its trading operations, (g) disposition of receivables and related properties or interests therein, (h) other dispositions of assets (not otherwise permitted hereunder which are by clauses (a)-(g) of this Section) made for fair market value in the ordinary course of business not exceeding in any fiscal year 5% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, computed and consolidated in accordance with GAAP consistently applied, and (excluding Accountsi) other dispositions of assets (not otherwise permitted by clauses (a)-(h) of this Section) not exceeding in any fiscal year 10% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, Inventory computed and notes receivable)consolidated in accordance with GAAP consistently applied; provided, however, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid notwithstanding anything in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of this Section 2.05(b)(ii), 6.04 to the extent applicablecontrary, are complied with in connection therewiththis Section 6.04 shall not be deemed to prohibit any disposition by a Significant Subsidiary if, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to the consummation of such dispositiontransaction, the Loan Parties are in compliance on such Significant Subsidiary shall have or be deemed to have a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions ratio of Cash Equivalents; (d) licenses, sublicenses, leases total long-term Indebtedness to total stockholders' equity equal to or subleases granted less than 1.5 to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum1.0.

Disposition of Assets. No Loan Party shall(a) The Borrower shall not, and no Loan Party shall not suffer or permit CHC or any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries the foregoing, except that so long as there exists no Default or Event of Default and so long as the proposed disposition would not cause the occurrence of a Default or an Event of Default there shall be permitted: (i) dispositions of inventory or used, worn-out or surplus equipment all in the ordinary course of business; (ii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied, consistent with Section 2.6, to the purchase price of such replacement equipment; (iii) the sale of assets (whether in one or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets, provided that the aggregate purchase price does not exceed $8,000,000; (iv) the sale of assets (whether in one or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets and in excess of $8,000,000, provided that prior to the completion of any such sale (A) the Borrower shall have delivered to the Agent evidence deemed sufficient by the Required Lenders reflecting that had such assets, together with all EBITDA generated by such assets and Indebtedness that is to be repaid in connection with such sale, been excluded from the financial statements of CHC for the four fiscal quarters immediately preceding the scheduled closing date of the proposed sale, there would have been compliance with each of the financial covenants set forth in Section 8.14, and (B) the Required Lenders shall have reviewed and approved such evidence and the Agent shall have so advised the Borrower in writing; (v) the sale of assets (whether in one or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets and in excess of $8,000,000 with respect to which the requirements set forth in Section 8.2(a)(iv) are not satisfied, provided that (A) prior to or concurrently with the completion of any such sale, the Borrower shall repay the Loans and permanently reduce the Commitment by an amount that would result in the pro forma compliance with each of the financial covenants set forth in Section 8.14 as recalculated in accordance with the provisions of Section 8.2(a)(iv) for the four fiscal quarters immediately preceding the scheduled closing date of the proposed sale, (B) prior to the completion of any such sale, the Borrower shall have delivered to the Agent evidence deemed sufficient by the Required Lenders reflecting such pro forma compliance, and (C) prior to the completion of any such sale, the Required Lenders shall have reviewed and approved such evidence and the Agent shall have so advised the Borrower in writing; and (vi) dispositions not otherwise permitted hereunder which are made for fair market value; provided, that (A) the aggregate sales price from such disposition shall be paid in cash, and (B) Net Proceeds thereof are applied as set forth in Section 2.6 hereof. (b) Notwithstanding the provisions of Section 8.2(a) to the contrary, the Borrower shall not, and shall not suffer or permit CHC or any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount purchase price in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or 35,000,000 during any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non12-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandummonth period.

Disposition of Assets. No Loan Party shallBHI shall not, and no Loan Party nor shall it suffer or permit any of its Subsidiaries to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person which is not BHI or one of its Wholly-Owned Subsidiaries or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionunused intellectual property, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of replacement equipment, or the proceeds of such sale are within 180 days of receipt thereof applied to the purchase price of such replacement equipment; (c) Asset Dispositions by any Subsidiary to any Wholly-Owned Subsidiary that is a Loan Party; (d) BHI or any Subsidiary may enter into operating leases and licenses as lessor in the ordinary course of business which are not substantially equivalent to sales; (e) BHI or any Subsidiary may enter into assignments and licenses of intellectual property in the ordinary course of business; and (f) dispositions by BHI and its Subsidiaries not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than at least 75% of the aggregate sales price from such disposition dispositions shall be paid in cash, and (iii) such dispositions are made for fair market value, (iv) the requirements aggregate value of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions assets so sold by BHI and its Subsidiaries in any Fiscal Year under this clause (b) in an aggregate amount in excess fiscal year shall not exceed the Equivalent Amount of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith2,000,000; (g) dispositions sale or discounts of accounts receivable by BHI or any of its Subsidiaries in the assets ordinary course of any Non-Material Subsidiarycollection; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregatesell Investments permitted under Section 8.04(a); (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partytransactions permitted under Section 8.03; and (j) any disposition described dispositions of inventory in the Structure Memorandumordinary course of business. In the event any Collateral is sold as permitted by this Section 8.02, such Collateral shall be sold free and clear of the Liens created by the Collateral Documents and the Collateral Agent shall be authorized to take any actions and execute and deliver any lien release documents as may be necessary in order to effect the foregoing.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any Significant Subsidiary (without the consent of its Subsidiaries the Required Banks, not to be unreasonably withheld) to, directly or indirectly, sell, assign, lease, conveytransfer, transfer assign or otherwise dispose of any assets or any interest therein (whether in one now owned or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementhereafter acquired), except: except (a) dispositions of inventoryobsolete or retired property not used or useful in its business, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) grants of Liens by the Borrower permitted under Section 6.01 and grants of Liens by Significant Subsidiaries, (c) disposition by the Borrower of its interest in the Washington Public Power Supply System Nuclear Project No. 3 in accordance with the settlement agreement among the Borrower, the Washington Public Power Supply System and Bonneville Power Administration, as the same may be amended, modified or supplemented from time to time, (d) disposition by the Borrower of all or any portion of its transmission assets in one or more RTO Transactions, (e) disposition by the Borrower of its interests in the Colstrip Project and related assets, (f) disposition by Avista Energy, Inc. of its assets in the ordinary course of its trading operations, (g) disposition of receivables and related properties or interests therein, (h) disposition by the Borrower of its natural gas distribution assets and operations located in the State of California, (i) other dispositions of assets (not otherwise permitted hereunder which are by clauses (a)-(h) of this Section) made for fair market value in the ordinary course of business not exceeding in any fiscal year 5% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, computed and consolidated in accordance with GAAP consistently applied, and (excluding Accountsi) other dispositions of assets (not otherwise permitted by clauses (a)-(h) of this Section) not exceeding in any fiscal year 10% of the assets of the Borrower and its Subsidiaries as of the end of the prior fiscal year, Inventory computed and notes receivable)consolidated in accordance with GAAP consistently applied; provided, however, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid notwithstanding anything in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of this Section 2.05(b)(ii), 6.04 to the extent applicablecontrary, are complied with in connection therewiththis Section 6.04 shall not be deemed to prohibit any disposition by a Significant Subsidiary if, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to the consummation of such dispositiontransaction, the Loan Parties are in compliance on such Significant Subsidiary shall have or be deemed to have a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions ratio of Cash Equivalents; (d) licenses, sublicenses, leases total long-term Indebtedness to total stockholders' equity equal to or subleases granted less than 1.5 to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum1.0.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose indirectly Dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions Dispositions of inventoryInventory, goods or used, services or of worn-out obsolete, damaged or surplus equipment (as defined in the UCC) or defaulted receivables for collectionfixtures (as defined in the UCC), all in the Ordinary Course of Business; (b) dispositions Dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as required by Section 2.8; provided, that (i) at the time of any dispositionDisposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash and (iii) the aggregate fair market value of all assets (as reasonably determined by the Borrower) so sold by the Credit Parties and their Restricted Subsidiaries, together, shall not exceed $2,000,000 in any Fiscal Year; (c) (i) Dispositions of Cash Equivalents in the Ordinary Course of Business made in accordance with Section 6.6, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) transactions permitted under Section 6.1(l) and (o); (e) Investments permitted under Section 6.4, to the extent such Investment constitutes a Disposition; (f) the sale or issuance of (i) the Stock in the Borrower or a Restricted Subsidiary to any Credit Party or (ii) the Stock of a Foreign Subsidiary that is not a Credit Party to another Foreign Subsidiary that is not a Credit Party; (g) the transfer of Property (i) by a Credit Party to a Credit Party (other than Holdings) or (ii) by a Restricted Subsidiary that is not a Credit Party to (A) a Credit Party (other than Holdings) for no more than fair market value or (B) any other Restricted Subsidiary; (h) any Foreign Subsidiary may issue Stock to qualified directors where required by or to satisfy any applicable Requirement of Law, including any Requirement of Law with respect to ownership of Stock in Foreign Subsidiaries; (i) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (j) transactions permitted by Section 6.3; (k) Dispositions of past due accounts receivable in the Ordinary Course of Business (including any discount and/or forgiveness thereof) or, in the case of accounts receivable in default, in connection with the collection or compromise thereof and in any event, not involving any securitization thereof; (i) the entering into any termination or abandonment of any lease in the Ordinary Course of Business, (ii) any expiration of any option agreement in respect of real or personal property, (iii) the licensing or sublicensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business, (iv) the lapse or abandonment of Intellectual Property that in the good faith judgment of the Borrower is no longer economically practical or commercially desirable to maintain or useful in the conduct of its business and (v) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Course of Business; (m) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); and (n) Dispositions of Accounts of the Credit Parties (other than Holdings) for which the State of Illinois or any department, agency or instrumentality thereof is the account debtor in a factoring or similar transaction, provided that (i) such dispositions Dispositions are made for fair market value, (ivii) at the time of any such Disposition, no Event of Default shall exist or shall result from such Disposition and (iii) the requirements of Section 2.05(b)(ii), aggregate deferred payments owing to the extent applicable, are complied Credit Parties and their Restricted Subsidiaries with in connection therewith, provided that, respect to all Net Cash Proceeds received from dispositions in any Fiscal Year under Accounts sold pursuant to this clause (bSection 6.2(n) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) 3,000,000 at any disposition described in the Structure Memorandumtime.

Disposition of Assets. No Loan Party shall(a) The Borrower shall not, and no Loan Party shall not suffer or permit CHC or any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries the foregoing, except that so long as there exists no Default or Event of Default and so long as the proposed disposition would not cause the occurrence of a Default or an Event of Default there shall be permitted: (i) dispositions of inventory or used, worn-out or surplus equipment all in the ordinary course of business; (ii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied, consistent with Section 2.6, to the purchase price of such replacement equipment; (iii) the sale of assets (whether in one or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets, provided that the aggregate purchase price does not exceed $8,000,000 during any 12-month period; (iv) the sale of assets (whether in one or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets and in excess of $8,000,000 during any 12-month period, provided that prior to the completion of any such sale (A) the Borrower shall have delivered to the Agent evidence deemed sufficient by the Required Lenders reflecting that had such assets, together with all EBITDA generated by such assets and Indebtedness that is to be repaid in connection with such sale, been excluded from the financial statements of CHC for the four fiscal quarters immediately preceding the scheduled closing date of the proposed sale, there would have been compliance with each of the Financial Covenants set forth in Section 8.14, and (B) the Required Lenders shall have reviewed and approved such evidence and the Agent shall have so advised the Borrower in writing; (v) the sale of assets (whether in one transaction or a series of related transactions) for cash at a price equal to or greater than the fair market value of such assets and in excess of $8,000,000 during any 12-month with respect to which the requirements set forth in Section 8.2(a)(iv) are not satisfied, provided that (A) prior to or concurrently with the completion of any such sale, the Borrower shall repay the Loans and permanently reduce the Commitment by an amount that would result in the pro forma compliance with each of the Financial Covenants set forth in Section 8.14 as recalculated in accordance with the provisions of Section 8.2(a)(iv) for the four fiscal quarters immediately preceding the scheduled closing date of the proposed sale, (B) prior to the completion of any such sale, the Borrower shall have delivered to the Agent evidence deemed sufficient by the Required Lenders reflecting such pro forma compliance, and (C) prior to the completion of any such sale, the Required Lenders shall have reviewed and approved such evidence and the Agent shall have so advised the Borrower in writing; and (vi) dispositions not otherwise permitted hereunder which are made for fair market value; provided, that (A) the aggregate sales price from such disposition shall be paid in cash, and (B) Net Proceeds thereof are applied as set forth in Section 2.6 hereof. (b) Notwithstanding the provisions of Section 8.2(a) to the contrary, the Borrower shall not, and shall not suffer or permit CHC or any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount purchase price in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or 35,000,000 during any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non12-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandummonth period.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party nor shall the Company suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or 41 otherwise dispose of (whether in one or a series of transactions) any Property assets (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse, and including any interest in any Subsidiary) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (ai) dispositions of inventoryinventory (including inventory comprised of gas, oil and other materials and products manufactured, produced, or purchased for sale, distribution or use in the ordinary course of business), or used, worn-out out, damaged or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (bii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (iii) dispositions of assets by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; or (iv) exchanges of property on which recognition of gain or loss would be exempted from recognition pursuant to section 1031 of the Code; provided that dispositions not prohibited by other provisions of this Agreement and not otherwise permitted hereunder by the foregoing which are made for fair market value are permitted so long as (excluding Accounts, Inventory and notes receivable); provided, that (ix) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (iiy) not less than 75% of the aggregate sales price from such disposition shall be paid (1) in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b2) in an aggregate amount in excess marketable securities that are the subject of $7,500,000 per annum shall be paid in accordance with Section 2.03(bwidely or regularly distributed standard price quotations, and/or (3) through the issuance of indebtedness by the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to buyer of such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Lossassets; provided that the requirements aggregate outstanding principal amount of Section 2.05(ball such indebtedness shall not at any time exceed $25,000,000, (z) the aggregate value of all assets so sold by the Company and Section 2.03(bits Subsidiaries pursuant to clauses (i) through (iv), together, shall not exceed in any fiscal year 20% of total consolidated assets (as determined in accordance with GAAP) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of Company and its Subsidiaries, based upon the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not most recent annual audited financial statements delivered to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumAdministrative Agent under Section 6.01(a).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions to any Person other than an Affiliate of a Credit Party of (i) inventory, or used, worn-(ii) worn out or surplus equipment or defaulted receivables for collectionhaving a fair market value not exceeding $750,000 in the aggregate in any Fiscal Year, all in each case in the Ordinary Course of Business; (b) dispositions (other than of (i) the Stock of any Subsidiary of any Credit Party or (ii) any Accounts of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 500,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal month for which financial statements have been delivered; (c) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries;transactions permitted under Section 5.1(l); and (e) dispositions constituting an the Borrower may sell its Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that Ageology, LLC to the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; Permitted Holders so long as (i) termination no Default or Event of a lease that Default shall then exist or would exist after giving effect thereto, (ii) 100% of the purchase price is not paid in cash at the closing of such sale, (iii) all proceeds of the sale are applied to repay the Loans, and (iv) the purchase price is equal to the greater of (x) the purchase price paid by the Borrower for such Investment (including any additional investments made pursuant to Section 5.4(h)) and (y) fair market value for such Investment as reasonably likely to result in a Material Adverse Effect and does not result from a default determined by a Loan Party; and (j) any disposition described in the Structure MemorandumBoard of Directors of the Borrower.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person (other than a Joint Venture) which is not the Borrower or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactionstransactions and whether effected pursuant to a Division or otherwise) any Property (property, including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by (i) the Borrower or any Subsidiary to any wholly-owned Subsidiary which is a Subsidiary Guarantor, (ii) dispositions made by any Subsidiary to the Borrower or any wholly-owned Subsidiary which is a Subsidiary Guarantor, or (iii) dispositions made by any Subsidiary which is not a Subsidiary Guarantor to any other Subsidiary which is not a Subsidiary Guarantor; (d) dispositions made in connection with Investments permitted under Section 7.04; and (e) Franchise Conversions; provided that after giving pro forma effect to any such Franchise Conversion, no Default or Event of Default shall exist; (f) licenses and sublicenses by the Borrower or any Subsidiary of software and intellectual property in the ordinary course of business; and (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, and (ii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries after the Closing Date, together, shall not less (x) represent more than 7510% of the aggregate sales price from such disposition shall total assets of the Borrower and its Subsidiaries (exclusive of any “right to use asset”) as of the last day of the fiscal quarter most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01 or (y) be paid in cashrelated to more than 10% of the consolidated net income of the Borrower and its Subsidiaries for the 12-month period ending as of the end of the fiscal quarter preceding the date of determination, and (iii) such dispositions are made for fair market value, (iv) the Borrower shall comply with the requirements of Section 2.05(b)(ii2.05(f), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer will not permit or permit --------------------- cause any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any Property portion of its assets, business or properties (including the including, without limitation, any Capital Stock of any Subsidiary of any Loan PartySubsidiary), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptfor: (ai) dispositions sales of inventoryinventory and licenses or leases of intellectual property and other assets, in each case in the ordinary course of business; (ii) the sale or usedexchange of damaged, worn-out or surplus used equipment or defaulted receivables for collection, all equipment no longer used or useful in the Ordinary Course ordinary course of Businessbusiness to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, replacement equipment or (z) such equipment is no longer necessary for the operations of the Borrower or its applicable Subsidiary in the ordinary course of business; (biii) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)PPM Asset Dispositions; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result Net Cash Proceeds from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition -------- PPM Asset Dispositions shall be paid applied to prepay the Loans in cashaccordance with, (iii) such dispositions are made for fair market valueand to the extent required under, the provisions of Section 2.6; (iv) the requirements sale or other disposition by the Borrower and its Subsidiaries of Section 2.05(b)(ii), any Borrower Margin Stock to the extent applicable, are complied with in connection therewiththe fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (including Borrower Margin Stock), provided that, all Net Cash Proceeds -------- that fair value is received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and exchange therefor; (v) the sale, lease or other disposition of assets by Borrower or a Subsidiary of the Borrower to the Borrower or to a Subsidiary Guarantor if, immediately after giving effect to such dispositionthereto, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredno Default or Event of Default would exist; (cvi) dispositions and other transactions made in compliance with the terms of Cash Equivalentsthe ELLF of property (y) financed with the proceeds of the ELLF or (z) conveyed to the Trust (as defined in the Participation Agreement) by the Borrower or any Subsidiary; (dvii) licenses, sublicenses, leases transfers of cash or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment Cash Equivalents for purposes permitted under this Agreement; (fviii) dispositions in connection with an Event other transfers of LossAssets expressly permitted under this Agreement; and (ix) the sale or disposition of assets outside the ordinary course of business for fair value and for cash, provided that (w) the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) Net Cash -------- Proceeds from such sales or dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value do not to exceed $10,000,000 in the aggregate; aggregate for the Borrower and its Subsidiaries, (ix) termination such Net Cash Proceeds are delivered to the Agent promptly after receipt thereof for application in prepayment of a lease that is not reasonably likely the Loans in accordance with, and to result the extent required under, the provisions of Section 2.6, (y) in a Material Adverse Effect no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the Capital Stock of any Subsidiary, and does not result from a default by a Loan Party; and (jz) any disposition described in the Structure Memorandumimmediately after giving effect thereto, no Default or Event of Default would exist.

Disposition of Assets. No Loan Party shallBorrower will not, and no Loan Party shall suffer or nor will it permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) Subsidiary to make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (Asset Dispositions except subject to compliance with, or termination of, this Agreement), except: for: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Asset Dispositions in the Ordinary Course ordinary course of Business; business (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that however (i) in the good faith opinion of Borrower, the Asset Disposition is in exchange for consideration having a Fair Market Value at least equal to that of the time property exchanged and is in the best interest of any disposition, no Event of Default shall exist Borrower or shall result from such dispositionSubsidiary, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) immediately after giving effect to the Asset Disposition, no Default or Event of default would exist, and Borrower would be permitted by the provisions of Section 10.02 hereof to incur at least $1.00 of additional Funded Debt owing to a Person other than a Subsidiary; and (iii) immediately after giving effect to the Asset Disposition the Disposition Value of all property that was the subject of any Asset Disposition occurring in the period of four (4) fiscal quarters of Borrower then next ending would not exceed fifteen percent (15%) of Consolidated Assets as of the end of the then most recently ended fiscal year of Borrower) and (b) any lease pursuant to the Equipment Lease dated as of June 1, 1990 by and between ▇▇▇▇▇▇ KY and The Fifth Third Leasing Company as such dispositionagreement exists on the date hereof, without amendment or modification, up to a maximum aggregate amount financed of $1,500,000. If the Loan Parties Net Proceeds Amount for any Transfer is applied to a Debt Prepayment Application or a Property Reinvestment Application (as the same are or may be defined in compliance on a pro forma basis with the covenant set forth in Section 7.19Note Purchase Agreements) within three hundred sixty-five (365) days after such Transfer, recomputed then such Transfer, only for the most recent Fiscal Quarter for which financial statements have been delivered; purpose of determining compliance with subsection (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(biii) of this Section 10.06 as of a date on or after the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estateNet Proceeds Amount is so applied, machinery and equipment with a value shall be deemed not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumbe an Asset Disposition.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall suffer or permit any cause each of its Restricted Subsidiaries not to, directly or indirectlyat any time sell, selllease, abandon, transfer, assign, lease, convey, transfer or otherwise dispose of any of its or their Telecommunications Assets (whether other than sales, leases or other dispositions of inventory and obsolete equipment in one the ordinary course of business and other than any sale or a series disposition of transactionscash or Cash Equivalents) unless (i) any Property Net Proceeds therefrom are applied as provided in Section 2.8 hereof, (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, ii) Section 7.6(f) hereof is complied with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreementif applicable), except: (aiii) dispositions any such sale, lease or disposition resulting in Net Proceeds in excess of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are $10,000,000 is made for fair market value as determined by the Board of Directors of the Borrower, (excluding Accountsiv) any swap of Telecommunications Assets or Telecommunications Businesses is otherwise permitted in Section 7.6(b) hereof, Inventory (v) any sale and notes receivable); providedleaseback transactions involving transmission towers must be a Permitted Tower Transaction, that (ivi)(A) at least 75% of the consideration received consists of cash or readily marketable cash equivalents or the assumption of Indebtedness of the Borrower or any Restricted Subsidiary or (B) so long as no Event of Default or Default has occurred and is continuing, the consideration paid to the Borrower or such Restricted Subsidiary consists of assets or capital stock or other ownership interests of a Telecommunications Business and (vii) no Default then exists or would be caused thereby (unless such sale, lease, abandonment or other disposal would cure any such Default). At the time of any dispositionsuch Permitted Asset Sale hereunder in which the aggregate consideration therefor exceeds $10,000,000, no Event of Default the Borrower shall exist or shall result from such disposition, (ii) not less than 75% provide the Administrative Agent and the Lenders with projections assuming the consummation of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance Permitted Asset Sale and demonstrating pro forma compliance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed 7.8 hereof for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions remaining term of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all (i) Inventory in the Ordinary Course of Business, or worn out or surplus equipment or materials, or (ii) assets acquired pursuant to a Permitted Business Acquisition which assets are not used or useful to the core of principal business of Borrowers and their respective Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(b); provided, ; that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Restricted Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year $20,000,000; provided, that (A) if the aggregate amount of asset dispositions made in any Fiscal Year shall be less than $20,00,000 (before giving effect to any carryover), then the amount of such shortfall may be added to the amount of asset dispositions permitted under this clause Section 5.2(b) for the immediately succeeding Fiscal Year (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementbut not any subsequent Fiscal Year), and (vB) after in determining whether any amount of asset dispositions is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such Fiscal Year before giving effect to such disposition, any amount carried over from the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent immediately preceding Fiscal Quarter for which financial statements have been deliveredYear; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under Section 5.1(k); (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementthe Permitted Sale/Leaseback Transactions; (f) dispositions in connection with from (i) a Borrower to another Borrower, (ii) from any Subsidiary of a Borrower to any Borrower or other Wholly-Owned Subsidiary that is not an Event Unrestricted Subsidiary of Loss; provided that any Borrower, or (iii) dispositions the requirements Borrowers reasonably deem necessary to enable Partnership to dispose of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithassets to a Restricted Subsidiary to continue to qualify as a partnership for U.S. federal income tax purposes; (g) dispositions of carbon credits in excess of the assets amount of any Non-Material Subsidiarycarbon credits that the Credit Parties reasonably foresee as necessary for the future operation of the businesses of the Credit Parties; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 disposition in the aggregateform of a long-term lease or license by RNLLC to a third party of approximately ten acres of the property located at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Illinois Property”) as well as easements, utility lines and other rights of way (the “Property Rights”) by RNLLC to one or more third parties with respect to the Illinois Property (it being acknowledged and agreed that the foregoing dispositions shall be deemed to be taken in the Ordinary Course of Business of RNLLC for purposes of Section 5.1(k)); provided, that (i) such lease and Property Rights shall not interfere with the operations of RNLCC on such property, and (ii) such lease and Property Rights shall not be materially adverse to the Lenders; (i) termination dispositions in the form of a lease (x) easements granted by any Credit Party in form, substance and location reasonably satisfactory to Agent over the real property owned by such Credit Party; provided, that is (i) such easements shall not reasonably likely interfere in any material respect with the operations of Borrowers on such property or materially reduce the use or value of such property, and (ii) Borrowers shall have received the prior written consent of Agent to result the final version of such easements, (y) certain easements contemplated to be granted by RNPLLC to the counterparty notified to the Administrative Agent prior to the Closing Date for the construction, operation, maintenance, repair and removal of underground pipelines at the Pasadena, Texas Property for the transportation of hydrocarbons and related appurtenances, and (z) certain easements contemplated to be granted to RNPLLC to the counterparty notified to the Administrative Agent prior to the Closing Date for the construction, maintenance, repair, replacement and operation of dredge material and/or water distribution pipelines and related appurtenances at the Pasadena, Texas Property so long as, in a Material Adverse Effect the case of each of clauses (y) and does (z), such easements granted do not result from a default by a Loan Partyinterfere in any material respect with the operations of RNPLLC on the Pasadena, Texas property or materially reduce the use or value of such property; and (j) any disposition described in the Structure Memorandumdispositions of Unrestricted Subsidiaries.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property of its property or assets (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) (each, a “Disposition”) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment (including, without limitation, demonstration or defaulted receivables for collectionpilot plants), all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment within ninety (90) days of each such sale; (c) [reserved]Dispositions of any Investment made pursuant to Section 8.04(t); (d) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) with respect to transactions involving the disposition of assets with an aggregate book or fair market value in excess of $20,000,000, not less than 7550% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, (iii) the property subject to such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), Disposition does not include accounts receivable other than accounts receivable owned or attributable to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementother property subject to such Disposition, and (viv) after giving effect to such dispositionDisposition on a Pro Forma Basis, the Loan Parties are Borrower would be in compliance on a pro forma basis with each of the covenant covenants set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their SubsidiariesSections 8.14 and 8.15; (e) dispositions constituting an Investment transfers of cash or Restricted Payment permitted under this AgreementCash Equivalents not otherwise prohibited by the Loan Documents; (f) Investments permitted under Section 8.04 and dispositions in connection with an Event of Losspursuant to a merger or other consolidation permitted under Section 8.03; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions transfers of inventory, equipment or other assets from the assets of Company to any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that Subsidiary which is not reasonably likely an Excluded Subsidiary or to result in a Material Adverse Effect and does not result the Company or any other such Subsidiary from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumSubsidiary.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of assets to the extent that such assets are exchanged for credit against the purchase price of similar replacement assets, or the net proceeds of such sale are reasonably promptly applied to the purchase price of such replacement assets; (c) dispositions of inventory/equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; (d) dispositions of Subsidiaries or any interest therein, provided that no such disposition may occur without the prior written consent of the Majority Banks where, (i) in the case of the disposition of all or any portion of the ownership interest in a Material Subsidiary, the Company would own 50% or less of such Material Subsidiary after giving effect to such disposition, or (ii) the Company intends to dispose of a portion of its ownership interest in a Subsidiary and such portion accounted for more than 5% of EBT for the preceding four-Fiscal Quarter period; and (e) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsvalue; provided that, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75at least 85% of the aggregate sales price from such disposition shall be paid in cashcash or equivalents, and (iii) such dispositions are made for fair market value, (iv) unless the requirements of Section 2.05(b)(ii), to Company receives the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) prior written consent of the Term Credit Agreement orMajority Banks, if applicable, Second Lien Credit Agreement, and (v) after giving effect the assets subject to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed disposition shall not account for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business more than 5% of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that Company's Consolidated Total Assets as at the requirements of Section 2.05(b) and Section 2.03(b) end of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumpreceding Fiscal Quarter.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all (i) Inventory in the Ordinary Course of Business, or worn out or surplus equipment or materials, or (ii) assets acquired pursuant to a Permitted Business Acquisition which assets are not used or useful to the core of principal business of Borrowers and their respective Subsidiaries; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivablethe mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8(b); provided, ; that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Restricted Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year $20,000,000; provided, that (A) if the aggregate amount of asset dispositions made in any Fiscal Year shall be less than $20,00,000 (before giving effect to any carryover), then the amount of such shortfall may be added to the amount of asset dispositions permitted under this clause Section 5.2(b) for the immediately succeeding Fiscal Year (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementbut not any subsequent Fiscal Year), and (vB) after in determining whether any amount of asset dispositions is available for carryover, the amount expended in any Fiscal Year shall first be deemed to be from the amount allocated to such Fiscal Year before giving effect to such disposition, any amount carried over from the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent immediately preceding Fiscal Quarter for which financial statements have been deliveredYear; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under Section 5.1(k); (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementthe Permitted Sale/Leaseback Transactions; (f) dispositions in connection with from (i) a Borrower to another Borrower or (ii) from any Subsidiary of a Borrower to any Borrower or other Wholly-Owned Subsidiary that is not an Event Unrestricted Subsidiary of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithany Borrower; (g) dispositions of carbon credits in excess of the assets amount of any Non-Material Subsidiarycarbon credits that the Credit Parties reasonably foresee as necessary for the future operation of the businesses of the Credit Parties; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 disposition in the aggregateform of a long-term lease by RNLLC to a third party of approximately ten acres of the property located at ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; provided, that (i) such lease shall not interfere with the operations of RNLCC on such property, and (ii) such lease shall not be materially adverse to the Lenders; (i) termination dispositions in the form of a lease easements granted by RNPLLC to Seller or its Affiliates in form, substance and location satisfactory to Agent over portions of the Texas Location reasonably required for the contemplated use and development by Seller or its Affiliates of the Panamax Dock and the ▇▇▇▇▇ Property; provided, that is (i) such easements shall not reasonably likely interfere in any material respect with the operations of Borrowers on such property or materially reduce the use or value of such property, and (ii) Borrowers shall have received the prior written consent of Agent to result in a Material Adverse Effect and does not result from a default by a Loan Partythe final version of such easements; and (j) any disposition described in the Structure Memorandumdispositions of Unrestricted Subsidiaries.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions to any Person other than an Affiliate of inventory, a Credit Party of (x) inventory in the Ordinary Course of Business or used, (y) worn-out out, obsolete or surplus equipment or defaulted receivables for collectionassets (including Real Estate) having a book value not exceeding $2,500,000 in the aggregate in any Fiscal Year, all in the Ordinary Course of Business; (b) dispositions (other than of (i) the Stock of any Subsidiary of any Credit Party or (ii) any Credit Card Receivables or PL Credit Card Receivables of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cash, cash and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed $5,000,000 in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredYear; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties dispositions in the Ordinary Course of Business not interfering connection with the business of the Loan Parties or any of their SubsidiariesPermitted Store Closure; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementdisposition of the assets of any Foreign Subsidiary, including the Stock thereof; (f) dispositions in connection with an Event of Loss; defaulted Accounts for collection purposes for fair value, provided that such Accounts are not included in the requirements of Section 2.05(b) and Section 2.03(b) calculation of the Term Credit Agreement are complied with Borrowing Base (as reflected in connection therewith;the most recent Borrowing Base Certificate delivered by the Borrower Representative to the Agent); and (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtransactions permitted under Section 5.1(k).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer transfer, license or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivA) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $20,000,000 in any Fiscal Year under and (B) $35,000,000 during the term of this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) (i) dispositions of cash and Cash Equivalents in the Ordinary Course of Business and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariestransactions permitted under subsection 5.1(l); (e) dispositions constituting an Investment (i) of Accounts of Foreign Subsidiaries pursuant to factoring or Restricted Payment permitted under this Agreementother similar arrangements and (ii) so long as no Default or Event of Default has occurred and is continuing, Accounts of any Subsidiary that are past due by more than one hundred twenty (120) days; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) disposition of the Term Credit Agreement are complied with in connection therewithSacramento Property; (g) transfers or other dispositions of any property to the assets of Borrower or any Non-Material SubsidiaryCredit Party; (h) sale-leasebacks transfers or other dispositions of real estateany property to any Subsidiary that is not a Credit Party; provided that the aggregate value of the property transferred by Credit Parties to Subsidiaries that are not Credit Parties, machinery and equipment with a value not net of any consideration received in respect of such transfer, shall constitute an Investment subject to exceed $10,000,000 in the aggregate;limitations of subsection 5.4(b)(iii); and (i) termination the entry into any agreement providing for any of a lease the foregoing dispositions; provided that such disposition is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in permitted as of the Structure Memorandumdate of such agreement.

Disposition of Assets. No Loan Credit Party shall, and no Loan Party nor shall suffer or it permit any of its Restricted Operating Company Subsidiaries to, directly Transfer all or indirectlyany part of its business, sell, assign, lease, convey, transfer assets or otherwise dispose property of (whether in one or a series of transactions) any Property kind whatsoever (including the Stock of any Subsidiary of any Loan PartyCapital Stock), whether in a public real, personal or a private offering mixed and whether tangible or otherwiseintangible, and accounts and notes receivable, with whether now owned or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)hereafter acquired, except: (a) dispositions subject to Section 6.9 (if applicable), any Transfer of inventory, physical assets or usedproperties that are certified by the applicable Credit Party or Restricted Operating Company Subsidiary to be obsolete, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Businessdamaged; (b) dispositions not otherwise the liquidation, sale or use of Permitted Investments; (c) subject to Section 6.9 (if applicable) and Section 6.8(e), any Transfer of physical assets or properties by any Restricted Operating Company Subsidiary, to the extent permitted hereunder which under the Project Financing Documents (as the terms and conditions of such Project Financing Documents are in effect on the date hereof or, if later, as of the date that the applicable Restricted Operating Company Subsidiary became a Restricted Operating Company Subsidiary, -110- CREDIT AGREEMENT (PATTERN REVOLVER) without giving effect to any amendment, waiver or consent thereunder after the date hereof or such later date, as applicable, unless a consent or waiver is also obtained in accordance with Section 10.5); (d) any Transfer made for fair market value (excluding Accounts, Inventory and notes receivablein compliance with Section 6.18(c); provided, and (e) any other Transfer of physical assets or properties to the extent that the aggregate amount of Net Asset Sale Proceeds received by such Credit Party or (without duplication) Restricted Operating Company Subsidiary under this Section 6.8(e) and Section 6.8(b) does not exceed one hundred million Dollars ($100,000,000) in the aggregate during the term of this Agreement; provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of ten million Dollars ($7,500,000 per annum 10,000,000) in any Fiscal Year or twenty five million Dollars ($25,000,000) in the aggregate during the term of this Agreement, shall be paid applied as a mandatory prepayment in accordance with Section 2.03(b2.11(a) and(ii) such aggregate amount in excess of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, one hundred million Dollars ($100,000,000) shall be applied as a mandatory prepayment in accordance with Section 2.11(a) and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with shall be an Event of Loss; provided that the requirements of Default under Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum8.1(c).

Disposition of Assets. No Loan Party None of the Borrowers shall, and no Loan Party or shall suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionproperty, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of Receivables of Toro to TCC; (d) dispositions by the Originator of Receivables pursuant to the Receivables Purchase Facility, provided that (i) the aggregate outstanding principal amount of loans made to the SPV in connection with the Receivables Purchase Facility shall not at any time exceed $100,000,000 and (ii) at no time shall the SPV for any reason, whether pursuant to Contractual Obligations, Organization Documents, or otherwise, be limited or restricted in its ability to make Restricted Payments to Toro or otherwise transfer property to Toro; (e) disposition of receivables at any time of Toro’s AG division in an amount not to exceed $20 million, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof; (f) sale of those Investments described under Section 7.04(a); (g) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, disposition and (ii) the aggregate value of all assets so sold by Toro and its Subsidiaries shall not less than 75exceed in any fiscal year 10% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements consolidated total assets of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Toro and its Subsidiaries determined as of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for end of the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions recently ended fiscal quarter of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of LossToro; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary;and (h) saleany Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey, transfer or otherwise dispose of assets to one of the Borrowers or another Wholly-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumOwned Subsidiary.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer Sell or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of lease (whether in one or a series of transactionsas lessor) any Property assets (including including, without limitation, the Stock capital stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourseSubsidiary) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at sales of surplus equipment no longer used in the time businesses of any disposition, no Event of Default shall exist the Borrower or shall result from such disposition, the Guarantors and (ii) not less than 75% sales of the aggregate sales price from such disposition shall be paid in cash, assets pursuant to an Asset Sales Agreement and (iii) sales of assets of (or the capital stock of) any High Leverage Guarantor, but only if all loans and advances made to such dispositions High Leverage Guarantor by the Borrower or by Low Leverage Guarantor are made for fair market valuerepaid in full prior to, or with the proceeds of, such sale; provided that (ivw) Primed Hotel Properties may not be sold or disposed of without the requirements consent of Section 2.05(b)(ii), to each lender secured thereby unless the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in will be sufficient (after any Fiscal Year under this clause (b) in an aggregate amount in excess prepayment of $7,500,000 per annum shall be paid the Loans and/or cash collateralization of Letter of Credit Outstandings required as a result of any reduction of the Total Commitment in accordance with Section 2.03(b2.13(a)) to repay the obligations to such lender secured by such Primed Hotel Property, (x) the consideration received by the Borrower or the relevant Guarantor shall not be less than the fair market value of the Term Credit Agreement orassets sold or disposed of, if applicable(y) where required by law, Second Lien Credit Agreementthe sale or disposition shall have received the approval of the Bankruptcy Court and (z) upon receipt by the Borrower or any Guarantor of any Net Proceeds of any sale or disposition described in clause (ii) or (iii) hereof, the Total Commitment shall be permanently reduced in accordance with Section 2.13(a), and (v) after giving effect to such dispositionthe Borrower shall prepay Loans and/or cash collateral Letters of Credit as required pursuant to, and in the Loan Parties are in compliance on a pro forma basis with the covenant amount and order of priority set forth in in, Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss2.13(b); provided that the requirements provisions of this Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets 6.11 shall not apply to any sale or disposition of any Non-Material Subsidiary; (h) sale-leasebacks asset made as a result of real estate, machinery and equipment with a value not to exceed $10,000,000 foreclosure or other exercise of remedies by the DIP Lenders under the Loan Documents. Nothing in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.this

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (foregoing, except subject for payments of Indebtedness which Indebtedness is otherwise permitted hereby, as and when such payments are due, and except for transfers and distributions by Subsidiaries to compliance with, or termination of, this Agreement), exceptthe Borrower and except for: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, equipment; all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate value of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $250,000 and; (iv) after giving effect to such dispositions are made disposition, Borrower is in compliance on a pro forma basis with the covenants set forth in Article 6, recomputed for the most recent month for which financial statements have been delivered; (c) any sale-leaseback of a Club by Borrower or a Subsidiary of Borrower provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such sale-leaseback, (ii) such sale shall be for fair market valuevalue and the sales price from such sale-leaseback shall be paid in cash, (iii) the net proceeds of such sale shall exceed any Indebtedness which is secured by such Club and shall be applied first to repay such Indebtedness and the excess net proceeds shall be distributed to the Borrower (and any required consents of third Persons to such distribution shall have previously been obtained), (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum Borrower shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreementprimary tenant under such leaseback arrangement, and (v) after giving effect to such disposition, the Loan Parties are Borrower is in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter month for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries[intentionally omitted]; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreementthe existing sublease by Borrower to FCA Restaurant Holdings of the restaurant space located in the Minneapolis Athletic Club at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, and any extensions thereof; (f) dispositions subleases of space in connection with an Event Clubs to specialty vendors of Loss; provided that food, clothing, sports equipment, etc., which subleases, individually or in the requirements of Section 2.05(b) aggregate, do not and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithcould not reasonably be expected to cause or give rise to a Material Adverse Effect; (g) dispositions of the assets of any Non-Material Subsidiary[intentionally omitted]; (h) sale-leasebacks provided that no Default or Event of Default then exists or would be caused thereby, transfers of real estate, machinery Property owned by the Borrower to RE Holdings made in connection with RE Holdings' financing the improvement of such real Property under the U.S. Bank Facilities in connection with the initial borrowing under the U.S. Bank Facilities in respect of such real Property and equipment with the substantially concurrent granting of a value not mortgage in respect thereof to exceed $10,000,000 in U.S. Bank to secure the aggregate;U.S. Bank Facilities; and (i) termination provided that no Default or Event of Default then exists or would be caused thereby, transfers of real Property owned by the Borrower or RE Holdings to a lease TIAA Subsidiary made in connection with any such TIAA Subsidiary's financing such real Property under the TIAA Facilities and in connection with the initial borrowing under the TIAA Facilities in respect of such real Property and the concurrent granting a mortgage in respect thereof to TIAA to secure the TIAA Facilities; provided further that, with respect to any such transfer made by RE Holdings, (A) the net proceeds of the financing provided by TIAA shall exceed the portion of the U.S. Bank Facilities which relates to such real Property and shall be applied first to repay that is not reasonably likely portion of the U.S. Bank Facilities which relates to result in a Material Adverse Effect such real Property and does not result from a default the excess net proceeds shall be distributed to the Borrower and used by a Loan Party; and the Borrower to prepay the Loans (jand the U.S. Bank Facility Lenders shall have previously consent to such distribution), and (B) any disposition described in the Structure MemorandumRent Reserve shall be concurrently increased by an amount equal to five (5) months' of the required payments of principal and interest and impositions under the TIAA Facilities related to such real Property.

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of may (whether in one transaction or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: without the prior written consent of Required Lenders, make any Disposition, except (a) dispositions Dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all assets in the Ordinary Course ordinary course of Business; (b) dispositions not otherwise permitted hereunder business which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist are obsolete or shall result from such dispositionworn out, (ii) not less than 75% of the aggregate sales price from are no longer used in such disposition shall be paid in cash, Loan Party’s business or (iii) such dispositions are made for fair market valueset forth on Schedule 9.4, (ivb) Dispositions of Accounts (excluding sales or dispositions in a factoring arrangement) in the ordinary course of business or otherwise in connection with the compromise, settlement or collection thereof, (c) Dispositions of assets by any Loan Party to another Loan Party that is the Borrower or a Guarantor, (d) Dispositions of property by any Excluded Subsidiary to another Excluded Subsidiary or to a Loan Party, (e) other Dispositions not otherwise permitted by this Section 9.4 made in the ordinary course of business not to exceed $1,000,000 individually or in the aggregate in any fiscal year subject to compliance with Section 3.3(b)(ii)(E), (f) the requirements lapse, abandonment, cancellation or non-exclusive license of any immaterial intellectual property, (g) (w) Dispositions permitted by Section 2.05(b)(ii9.3, (x) the granting of Permitted Liens, (y) the making of investments permitted by Section 9.7, and (z) the declaration and payment of Restricted Payments permitted by Section 9.5, (h) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement subject to the Borrower’s compliance with Section 3.3(b)(ii)(B), (i) leases, subleases, licenses and sublicenses in the ordinary course of business, (j) Dispositions of cash and cash equivalents in the ordinary course of business, (k) [reserved], (l) the unwinding of any Hedge Agreement in accordance with its terms, (m) (A) the sale, transfer, lease or other Disposition of inventory and materials in the ordinary course of business and (B) the conversion of cash into Cash Equivalents and Cash Equivalents into cash; (n) the sale, transfer or other Disposition of property or assets to an unrelated party not in the ordinary course of business where and to the extent applicablethat such sale, are complied transfer or other disposition is the result of theft, loss, physical destruction or damage, taking or similar event with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in respect to any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with or any of their Subsidiaries’ respective property or assets; (o) the covenant set forth in Section 7.19sale, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions lease, transfer or other Disposition of Cash Equivalents; (d) licensesmachinery, sublicenses, leases parts and equipment no longer used or subleases granted to third parties useful in the Ordinary Course conduct of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; ; (ep) dispositions constituting an Investment the sale, lease, transfer, closure or Restricted Payment other Disposition (including, without limitation, refranchising) of Restaurants and real property related thereto, the termination or non-renewal of leases or the subletting of Restaurants, in each case as determined to be prudent in the reasonable judgment of the senior officers of the Borrower; (q) Sale and Leaseback Transactions to the extent permitted under this Agreement; Section 9.17; and (fr) dispositions in connection with an Event any Disposition of Loss; other assets or property not otherwise permitted or included under the foregoing clauses (a) through (q) for fair market value provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estatethat, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination no Potential Default or Default has occurred and is continuing or would be caused thereby, (ii) at least 75% of a lease the proceeds of such Disposition shall consist of cash or cash or cash equivalents, (iii) shall be in an amount no less than the fair market value of such assets, and (iv) to the extent such assets are or constitute Collateral subject to compliance with Section 3.3(b)(ii)(E), provided that is not reasonably likely (A) with respect to result in a Material Adverse Effect clauses (o), (p) and does not result from a default (q) above at least 75% of the consideration received therefor by a the Loan Party; and (j) Parties or any disposition described such Subsidiary shall be in the Structure Memorandumform of cash or Cash Equivalents, assets used in the business or capital stock, (B) after giving effect to any Disposition pursuant to clause (q) above, the Loan Parties shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article X hereof, recalculated for the most recently ended fiscal quarter for which information is available and (C) with respect to clause (q) above, no Potential Default or Default shall exist or shall result therefrom; provided, further, that with respect to sales of assets permitted hereunder only, the Administrative Agent shall, without the consent of any Lender, release its Liens relating to the particular assets sold.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out assets or surplus equipment fixed or defaulted receivables for collectioncapital assets no longer useful in its business, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory determined in good faith by the Borrowers and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7580% of the aggregate sales price from such disposition shall be paid in cashcash except as otherwise consented to by Agent in its reasonable discretion, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any fiscal year the US Dollar Equivalent of $10,000,000 and (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivereddisposition Availability shall not be less than $12,500,000 and Average Adjusted Availability shall not be less than $22,500,000; (c) dispositions of Cash Equivalents; (d) exchanges of equipment for other equipment or trade credit, consistent with past practice; (e) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not materially interfering with the business of the Loan Credit Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions (i) any US Credit Party may sell, lease, transfer or otherwise dispose of any of its Property to any other US Credit Party, (ii) any Foreign Credit Party or Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its Property to any Credit Party on an arms’ length basis, (iii) any US Credit Party may sell, lease, transfer or dispose of any of its Property to any Foreign Credit Party or Foreign Subsidiary and (iv) any Credit Party or Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its Property to any Excluded Subsidiary (in connection with an each case, other than any member of the BST Group) so long as, in the case of clauses (iii) and (iv), before and after giving effect thereto (A) no Default or Event of Loss; provided that the requirements of Section 2.05(bDefault occurs or is continuing, (B) Average Adjusted Availability is greater than (x) $20,000,000 with respect to dispositions on or prior to February 15, 2007 and Section 2.03(b(y) $30,000,000 with respect to dispositions after February 15, 2007, and (C) no default exists under any credit facility to which such Excluded Subsidiary (other than any member of the Term Credit Agreement BST Group) is a party or to which its assets or property are complied with in connection therewithsubject; (g) dispositions of the assets any Subsidiary (which is not a Credit Party) of any Non-Material Subsidiary; Borrower may be liquidated, wound up or dissolved (hupon voluntary liquidation or otherwise) sale-leasebacks if such Borrower deems it beneficial to the business of real estatesuch Borrower and such liquidation, machinery and equipment with a value winding up or dissolution shall not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default or impair the Collateral of the Lenders; (h) any issuances of Stock or Stock Equivalents by a Loan Partyany Subsidiary to Holdings or any Wholly-Owned Subsidiary; (i) the sale or other transfer of any Stock or Stock Equivalent owned by any Credit Party or any Subsidiary of any Credit Party in any Joint Venture pursuant to the Organization Documents or other documents governing such Joint Venture; and (j) any disposition other dispositions described in the Structure Memorandumon Schedule 5.2.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the disposition of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all assets in the Ordinary Course ordinary course of Business; business, consistent with past practices (including, without limitation, the disposition of equipment which the Borrower or such Subsidiary replaces with similar equipment within ninety (90) days of such disposition); (b) the disposition of the assets of Flextronics Sweden to Ericsson pursuant to Section M.1 of the Ericsson General Purchase Agreement (provided, however, such a disposition shall constitute an Event of Default hereunder); and (c) other dispositions not otherwise permitted hereunder which are made of assets to any Person in an arms-length transaction for fair market and reasonable value (excluding Accounts, Inventory and notes receivable)in an aggregate amount not to exceed $5,000,000 during the term of this Credit Agreement; provided, that, prior to making any dispositions set forth in this Section 10.5.2(c), the Borrower shall have delivered to the Agent on the date of any such sale or disposition a certificate signed by an authorized officer of the Borrower and evidence satisfactory to the Agent showing that (i) no Default or Event of Default has occurred and is continuing at the time of any disposition, such sale or disposition and no such Default or Event of Default shall will exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such sale or disposition. Notwithstanding anything to the contrary contained in this Section 10.5.2, (a) the Loan Parties are Borrower and its Subsidiaries shall not be permitted to dispose of any assets or take (or omit to take) any action in compliance on a pro forma basis connection with any asset sale or other disposition or engage in any other transaction which action (or omission) would require any repayment, repurchase or redemption (or any mandatory offer to repay, repurchase or redeem) by the covenant set forth Borrower or any of its Subsidiaries of the Subordinated Notes or any other Subordinated Debt pursuant to the Subordinated Indenture or similar agreement prior to the repayment in Section 7.19full in cash of all the Obligations and the termination of the Total Commitment to zero, recomputed for or would violate the most recent Fiscal Quarter for which financial statements have been delivered; provisions of the Subordinated Indenture or similar agreement; (b) the Borrower shall not directly or indirectly sell or otherwise dispose of all or substantially all of its assets; and (c) dispositions except as expressly permitted in this Section 10.5.2, neither the Borrower nor its Subsidiaries shall sell or otherwise dispose of Cash Equivalents; any capital stock of any Person which is either the Borrower or a Guarantor or is an entity the capital stock of which is pledged under the Loan Documents by the Borrower or any Guarantor, except for transfers to the Borrower or another Guarantor (d) licenses, sublicenses, leases with each such transfer to a the Borrower or subleases granted another Guarantor to third parties in be subject to the Ordinary Course of Business not interfering with Agent's security interest therein for the business benefit of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that Agent and the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumBanks).

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Domestic Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer transfer, grant an exclusive license or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Domestic Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) (i) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all Inventory in the Ordinary Course of Business, (ii) dispositions of worn-out, obsolete or surplus Equipment, having a book value not exceeding $500,000 in the aggregate in any Fiscal Year, and (iii) granting of licenses permitted under Sections 5.1(l) and (q); (b) dispositions (other than of (i) the Stock of any Wholly-Owned Subsidiary of any Credit Party that is a Domestic Subsidiary or (ii) any Accounts of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than seventy-five (75% %) of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold (as determined in good faith by the Board of Directors or similar governing body of Borrowers) by the Credit Parties and their Domestic Subsidiaries, (iv) the requirements of Section 2.05(b)(ii)together, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, 500,000 and (viv) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) (i) dispositions of Cash Equivalents in the Ordinary Course of Business made to a Person that is not an Affiliate of any Credit Party and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents;; and (d) transactions permitted under Section 5.1(l); (e) transfers of property subject to casualty or condemnation proceeding (including in lieu thereof); (f) the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrowers, are no longer used or useful to the business of any Credit Party and its Domestic Subsidiaries; (g) sales, transfers and other dispositions of delinquent accounts receivable not owing by an Affiliate of any Credit Party in the Ordinary Course of Business in connection with the collection thereof; (h) transfers of assets or property among the Credit Parties; (i) issuances of Stock or Stock Equivalents by the Credit Parties and their Domestic Subsidiaries to the extent not prohibited hereunder; (j) discounts or compromises for less than the face value of accounts receivable not owing by an Affiliate of any Credit Party in order to resolve disputes that occur in the Ordinary Course of Business; (k) sales or disposals of equity interests of any Credit Party or any of its Domestic Subsidiaries in order to qualify members of the board of directors (or equivalent governing body) of such Person if and to the extent required by applicable law; (l) voluntary terminations of Secured Rate Contracts permitted hereunder; (m) sales, transfers or other dispositions (i) constituting Investments permitted pursuant to Section 5.4, (ii) constituting Restricted Payments permitted pursuant to Section 5.11, or (iii) effected pursuant to a merger, consolidation, liquidation or dissolution permitted pursuant to Section 5.3; (n) the Borrowers and their Domestic Subsidiaries may grant licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business other Persons not materially interfering with the conduct of the business of the Loan Parties or any of Borrowers and their Domestic Subsidiaries, taken as a whole; (eo) dispositions constituting an Investment issuances of Stock or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default Stock Equivalents by a Loan PartyJoint Venture from time to time to the applicable Joint Venture Minority Partner so long as, after giving effect to such issuance, the Joint Venture continues to be a Domestic Subsidiary; and (jp) any disposition described in the Structure MemorandumCredit Parties and their Domestic Subsidiaries may grant Permitted Liens.

Disposition of Assets. No Loan Party shall(a) The Borrower will not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of all or any part of its interest in any asset, except that the Borrower and its Subsidiaries may sell assets so long as (whether i) such sales are approved by the Required Banks and the sales price thereof is, in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any reasonable judgment of the foregoing (except subject Agent, at least equal to compliance withthe fair market value of such assets, or termination of(ii) such sales are for at least the fair market value of such assets and the aggregate amount of such asset sales is less than $250,000 in any 12-month period and, in any such case, the Borrower complies with the mandatory prepayment and Commitment reduction provisions of this Agreement)Agreement and, except: (a) dispositions in the case of inventoryCollateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met, or used, worn-out or surplus equipment or defaulted receivables for collection, all (iii) such sales are of inventory in the Ordinary Course ordinary course of Business;business, or (iv) such sales are (A) of obsolete equipment, (B) for at least the fair market value of such equipment, (C) not in excess of 250,000 per year in the aggregate and (D) the proceeds of such sales are used within 60 days of such sales to (1) purchase equipment used in substantially similar lines of business or (2) repay Indebtedness under this Agreement pursuant to Section 3.02. The consideration received by the Borrower or its Subsidiaries from each sale of assets permitted above shall be received in whole at the time of sale and at least 70% of the consideration from each sale shall consist of Cash or Cash Equivalents. Any non-cash proceeds received from the sale of assets shall be pledged to the Collateral Agent pursuant to and in accordance with the applicable Security Documents and shall constitute Collateral. (b) dispositions not otherwise permitted hereunder Upon compliance with the conditions in subsection (a) of this Section 7.15, the Release Conditions and the Partial Release Conditions (each as hereinafter defined), the Borrower shall be entitled to receive from the Collateral Agent an instrument in form and substance reasonably satisfactory to the Borrower (each, a "Release") releasing the Lien of the Mortgage with respect to all or any portion of a Mortgaged Real Property (each, a "Released Real Property"). The Borrower shall exercise its rights under this Section by delivering to the Collateral Agent a notice (each, a "Release Notice"), which are made for fair market value (excluding Accountsshall refer to this Section, Inventory describe with particularity the proposed Released Real Property and notes receivable); provided, that be accompanied by (i) at four counterparts of the time Release fully executed and acknowledged by all necessary parties other than Collateral Agent, (ii) executed counterparts of any disposition, UCC or other applicable termination statements necessary to terminate the Lien of the applicable Mortgage and (iii) an Officers' Certificate certifying that no Default or Event of Default shall exist have occurred and the parties executing any and all documents in connection with the Release (other than the Collateral Agent) were duly authorized to do so (collectively, the "Release Conditions"). In the event the proposed Released Real Property consists of less than all of the Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satisfied in order for the Borrower to receive the Release. (c) The Collateral Agent's obligation to deliver a Release in respect of less than all of the Mortgaged Real Property subject to a single Mortgage shall be contingent upon the satisfaction of the conditions in subsection (a) of this Section 7.15 and the Release Conditions as well as the following conditions (collectively, the "Partial Release Conditions"): (i) following the sale, transfer or other disposition of and release of the Lien of the applicable Mortgage with respect to the proposed Released Real Property, the remaining Mortgaged Real Property shall result from have utility services and access to public roads, rail spurs and other transportation structures sufficient and necessary for the continued use of such disposition, Mortgaged Real Property in the manner utilized prior to the Release; (ii) not less than 75% following the sale, transfer or other disposition of the aggregate sales price from such disposition proposed Released Real Property, the remaining Mortgaged Real Property shall be paid comply in cashall material respects with applicable laws, rules, regulations and ordinances relating to environmental protection, zoning, land use, configuration and building and workplace safety; (iii) following the sale, transfer or other disposition of the proposed Released Real Property, the value of the remaining Mortgaged Real Property shall not be less than the value of such dispositions are made for fair market value, remaining Mortgaged Real Property prior to the Release; (iv) the requirements of Section 2.05(b)(ii), Title Company shall have issued an endorsement to the extent applicableBanks' title insurance policy relating to the Mortgaged Real Property confirming that after the proposed release, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) the Lien of the Term Credit Agreement or, if applicable, Second applicable Mortgage continues unimpaired as a first priority Lien Credit Agreement, and upon the remaining Mortgaged Real Property subject only to Prior Liens; and (v) after giving effect the Borrower shall cause to such disposition, have been delivered to Collateral Agent an Officer's Certificate certifying that the Loan Parties are in compliance on a pro forma basis with the covenant conditions set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements subsections (i) through (iv) have been delivered; (c) dispositions of Cash Equivalents;satisfied. (d) licensesThe Collateral Agent shall execute, sublicenses, leases or subleases granted acknowledge (if applicable) and deliver to third parties in the Ordinary Course of Business not interfering with the business Borrower counterparts of the Loan Parties documents described in subsection (b)(i) and (ii) within 30 days after receipt by the Collateral Agent of a Release Notice provided that the Release Conditions and the Partial Release Conditions (if applicable) have been satisfied. The Borrower shall (i) execute, deliver, obtain and record such instruments as the Collateral Agent may require, including, without limitation, amendments to the Security Documents or any this Agreement and (ii) deliver to the Collateral Agent such evidence of their Subsidiaries; (e) dispositions constituting an Investment the satisfaction of the Release Conditions and the Partial Release Conditions as the Collateral Agent may require. The Borrower shall reimburse the Collateral Agent, Agent and the Banks upon demand for all costs or Restricted Payment permitted under this Agreement; (f) dispositions expenses incurred in connection with an Event of Loss; provided that the requirements of any actions taken pursuant to this Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum7.15.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionother property, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents, replacement assets, any liabilities of the Borrower or any Subsidiary as shown on the Borrower’s or such Subsidiary’s most recent balance sheet (iii) such dispositions are made for fair market valueother than contingent liabilities, (iv) Indebtedness that is by its terms subordinated to the requirements of Section 2.05(b)(ii), Obligations and liabilities to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in owed to the Borrower or any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Affiliate of the Term Credit Agreement orBorrower) that are assumed by the transferee of any such assets or Stock and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing, if applicable, Second Lien Credit Agreementor any combination of the foregoing, and (viii) after giving effect to such disposition, the Loan Credit Parties are in compliance with the covenants set forth in Article VI and no Trigger Event shall have occurred, in each case on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licensestransactions permitted under subsection 5.1(o); (e) transactions permitted under Section 5.4(h); (f) any single transaction or series of related transactions that involves assets or Stock having a Fair Market Value of less than $5,000,000; provided that after giving effect to such disposition, sublicensesno Trigger Event shall have occurred, leases on a pro forma basis recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (g) a transfer of assets that is governed by Section 5.3; (h) a transfer of assets or subleases granted Stock between or among the Borrower and any other Credit Party; (i) an issuance of Stock by a Subsidiary of the Borrower to third parties the Borrower or to another Subsidiary of the Borrower; provided, that any Domestic Subsidiary that is owned directly by a Credit Party shall not issue any Stock to a Subsidiary that is not a Credit Party; (j) a transfer of accounts receivable in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiariesin bankruptcy or similar proceedings; (ek) dispositions constituting a transfer that constitutes a Restricted Payment that is permitted by Section 5.11 or an Investment or Restricted Payment permitted under this Agreementby Section 5.4; (fl) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination creation of a lease that is Lien not reasonably likely prohibited by this Agreement (but not the sale of property subject to result in a Material Adverse Effect and does not result from a default by a Loan PartyLien); and (jm) a grant of a license to use the Borrower’s or any disposition described in Subsidiary’s patents, trade secrets, know-how or other intellectual property to the Structure Memorandumextent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventoryInventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment, unless such equipment is not needed in the Company's or such Subsidiary's business; (c) transfers of Accounts Receivable under a Permitted Receivables Facility; (d) dispositions not otherwise permitted hereunder (including the disposition of all of the Capital Stock of any operating Subsidiary by sale of stock or by merger of such Subsidiary with or into another Person, but excluding any Sale/Leaseback Transaction) which are made for fair market value if the fair market value of all assets so disposed of by the Company and its Subsidiaries under this clause (excluding Accounts, Inventory and notes receivable)d) since the Restatement Date does not exceed $*** in the aggregate; provided, provided that (i) at the time of any disposition, no Event of Default or Unmatured Event of Default shall exist or shall will result from such disposition, (ii) not less than at least 75% of the aggregate sales price consideration received by the Company or such Subsidiary from such disposition shall be paid is in cash, cash or Cash Equivalent Investments and (iii) such dispositions the proceeds thereof are made for fair market value, (iv) the requirements of Section 2.05(b)(iiapplied as provided in subsection 2.8(a), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment mergers expressly permitted by clauses (i) and (ii) of Section 8.3 or Restricted Payment permitted under this Agreementtransfers by any Wholly-Owned Subsidiary of the Company of its assets upon its liquidation to the Company or any of its other Wholly-Owned Subsidiaries; (f) dispositions in connection with an Event (including by means of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(ba Sale/Leaseback Transaction) of Assets Held for Sale for consideration not less than the Term Credit Agreement are complied with in connection therewithfair market value of the assets disposed of; (g) dispositions of assets for not less than fair market value in Sale/Leaseback Transactions permitted under Section 8.18 (provided that the assets aggregate fair market value of any Non-Material Subsidiary;all property sold pursuant to this clause (g) may not exceed $***); and (h) sale-leasebacks dispositions of real estate, machinery and equipment with a assets having an aggregate fair market value not to exceed exceeding $10,000,000 *** in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumfiscal year.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer will not permit or permit cause any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any Property portion of its assets, business or properties (including the including, without limitation, any Capital Stock of any Subsidiary of any Loan PartySubsidiary), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptfor: (ai) dispositions the sale or exchange of inventoryused or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or usedsuch equipment is exchanged for, worn-out replacement or surplus substitute equipment or defaulted receivables (z) such equipment is no longer necessary for collection, all the operations of the Borrower or its applicable Subsidiary in the Ordinary Course ordinary course of Businessbusiness; (bii) dispositions not otherwise permitted hereunder which are made for the sale or other disposition by the Borrower and its Subsidiaries of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (excluding Accountsincluding Borrower Margin Stock), Inventory and notes receivable); providedprovided that fair value is received in exchange therefor; (iii) the sale, that (i) at lease or other disposition of assets by a Subsidiary of the time of any dispositionBorrower to the Borrower or to a Subsidiary if, immediately after giving effect thereto, no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, would exist; and (iv) the requirements sale or disposition of assets outside the ordinary course of business for fair value and for cash, provided that (w) the Net Cash Proceeds from such sales or dispositions, when aggregated with the Net Cash Proceeds from all other sales and dispositions not otherwise specifically permitted under this Section 2.05(b)(ii)that are consummated during the same fiscal quarter or the period of three consecutive fiscal quarters immediately prior thereto, do not exceed $15,000,000 in the aggregate for the Borrower and its Subsidiaries during any fiscal year, (x) such Net Cash Proceeds are delivered to the Administrative Agent promptly after receipt thereof for application in prepayment of the Loans in accordance with, and to the extent applicablerequired under, are complied with in connection therewiththe provisions of Section 2.6(e), provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (by) in an aggregate amount in excess no event shall the Borrower or any of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) its Subsidiaries sell or otherwise dispose of any of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementCapital Stock of any Subsidiary Guarantor, and (vz) immediately after giving effect to such dispositionthereto, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases no Default or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumDefault would exist.

Disposition of Assets. No Loan Party shallThe Borrower will not, and no Loan Party shall suffer will not permit or permit cause any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any Property portion of its assets, business or properties (including the including, without limitation, any Capital Stock of any Subsidiary of any Loan PartySubsidiary), whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement arrangement with any Person providing for the lease by the Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by the Borrower or such Subsidiary to such Person, or agree to do any of the foregoing (foregoing, except subject to compliance with, or termination of, this Agreement), exceptfor: (ai) dispositions the sale or exchange of inventoryused or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or usedsuch equipment is exchanged for, worn-out replacement or surplus substitute equipment or defaulted receivables (z) such equipment is no longer necessary for collection, all the operations of the Borrower or its applicable Subsidiary in the Ordinary Course ordinary course of Businessbusiness; (bii) dispositions not otherwise permitted hereunder which are made for the sale or other disposition by the Borrower and its Subsidiaries of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of the Borrower and its Subsidiaries (excluding Accountsincluding Borrower Margin Stock), Inventory and notes receivable); providedprovided that fair value is received in exchange therefor; (iii) the sale, that (i) at lease or other disposition of assets by a Subsidiary of the time of any dispositionBorrower to the Borrower or to a Subsidiary if, immediately after giving effect thereto, no Default or Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, would exist; and (iv) the requirements sale or disposition of assets outside the ordinary course of business for fair value and for cash, provided that (w) the Net Cash Proceeds from such sales or dispositions, when aggregated with the Net Cash Proceeds from all other sales and dispositions not otherwise specifically permitted under this Section 2.05(b)(ii)that are consummated during the same fiscal quarter or the period of three consecutive fiscal quarters immediately prior thereto, do not exceed $30,000,000 in the aggregate for the Borrower and its Subsidiaries during any fiscal year, (x) such Net Cash Proceeds are delivered to the Administrative Agent promptly after receipt thereof for application in prepayment of the Loans in accordance with, and to the extent applicablerequired under, are complied with in connection therewiththe provisions of Section 2.6(f), provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (by) in an aggregate amount in excess no event shall the Borrower or any of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) its Subsidiaries sell or otherwise dispose of any of the Term Credit Agreement or, if applicable, Second Lien Credit AgreementCapital Stock of any Subsidiary Guarantor, and (vz) immediately after giving effect to such dispositionthereto, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases no Default or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumDefault would exist.

Disposition of Assets. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) (collectively, "DISPOSITIONS") any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions Dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise The sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of assets by the Company or any Subsidiary to the Company or any Subsidiary; (d) Dispositions permitted hereunder which are made for fair market value pursuant to SECTION 8.03; (excluding Accounts, Inventory and notes receivable)e) Dispositions of assets under an arrangement in the ordinary course of business whereby the Company or any Subsidiary would then or thereafter lease as lessee such assets under a Synthetic Lease; provided, provided that (i) at the time of any dispositionsuch Disposition, no Event of Default shall exist or shall result from such dispositionDisposition, (ii) not less than 75% of the aggregate sales price from book value of all such disposition shall be paid in cash, assets disposed of pursuant to this SUBSECTION 8.02(e) does not exceed $52,500,000 and (iii) the net proceeds of such dispositions Disposition are used by the Company to repay Loans then outstanding; and (f) Dispositions of assets not otherwise permitted hereunder which are made for fair market value, (iv) the requirements of Section 2.05(b)(ii)provided, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination at the time of a lease that is not reasonably likely to result in a Material Adverse Effect and does not any such Disposition, no Event of Default shall exist or shall result from a default such Disposition, (ii) with respect to Dispositions of such assets by a Loan Party; and (j) any disposition described the Company and its Subsidiaries in the Structure Memorandum.fiscal year ending December 31, 2001, the aggregate book value of such assets shall not exceed in the fiscal year the aggregate amount of $7,000,000, and with respect to Dispositions of such assets by the Company and its Subsidiaries in any fiscal year ending after December 31, 2001, the aggregate book value of such assets shall not exceed in any fiscal year the aggregate amount of $5,000,000

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sellSell, assign, lease, convey, transfer consign or otherwise dispose of (whether any assets or Property or any interest therein to or in one or a series of transactions) any Property (including the Stock favor of any Subsidiary of any Loan PartyPerson, whether in a public or a private offering or otherwise, except (i) sales and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventoryCash and Cash Equivalents, or used(ii) sales of Inventory in the Ordinary Course of Business, (iii) sales and other dispositions in the Ordinary Course of Business of obsolete, worn-out or surplus equipment Equipment no longer used or defaulted receivables usable in the business of Borrowers or any Subsidiary for collectionso long as no Default or Event of Default shall have occurred and be continuing, all in (iv) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is could not reasonably likely be expected to result in have a Material Adverse Effect and does not result from a default Borrower’s default, (v) sales and other dispositions approved in writing by a Loan Party; and Agent and Required Lenders, (jvi) any disposition described sales of Inventory made on consignment and in the Structure MemorandumOrdinary Course of Business in an aggregate amount not to exceed $5,000,000 at any time, and (vii) other sales of assets or Property with an aggregate fair market or book value (whichever is greater) not to exceed $5,000,000 in any consecutive 12-month period; provided that (a) Borrowers shall not be required to repay the Revolving Loans pursuant to Section 4.3.1 (subject to Section 4.7 hereof) with the proceeds from the sale or other disposition of assets or Property sold or disposed of pursuant to clause (i), (ii), (iv) or (vi) hereof and (b) Borrowers shall be required to repay Revolving Loans pursuant to Section 4.3.1 (subject to Section 4.7 hereof) with the proceeds from all other sales and dispositions of assets or Property sold or disposed of pursuant to this Section 9.2.2 if such assets or Property constitute Collateral at the time of such sale or disposition.

Disposition of Assets. No Loan Party shallNeither the Borrower nor any Subsidiary Guarantors will, and no Loan Party shall suffer or nor will they permit any of its their Subsidiaries to, directly become a party to or indirectlyagree to or effect any disposition of assets, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: other than (a) dispositions the sale of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all inventory in the Ordinary Course ordinary course of Business; business, consistent with past practices, (b) dispositions not otherwise permitted hereunder the disposition of obsolete assets which are made for fair market value no longer used or useful in current or planned business operations of such Person, (excluding Accountsc) the sale of assets pursuant to sale-leaseback transactions permitted by (S)9.6 hereof, Inventory and notes receivable)(d) the sale of Capital Assets which would not constitute a Subsidiary or a line of business, the proceeds of which are reinvested as permitted Capital Expenditures within 360 days of such sale, (e) the sale of assets by a Subsidiary Guarantor to a Subsidiary Guarantor; provided, that any sale or other disposition of assets from a Wholly-Owned Subsidiary to a Non-Wholly- Owned Subsidiary shall be in an arms-length transaction for fair and reasonable value; and (f) sales of assets in arms-length transaction for fair and reasonable value, provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of any disposition, such sale and no Default or Event of Default shall will exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such dispositionsale, (ii) at least eighty percent (80%) of the Loan Parties purchase price for such assets is received in cash and the cash net proceeds (after appropriate reserves and holdback) from such sales are applied as provided in compliance on a pro forma basis (S)3.2 hereof, and; (iii) any promissory note or other instrument received by the Borrower, such Subsidiary Guarantor or such Subsidiary in connection with such sale is an Investment permitted by (S)9.3 hereof, and the Borrower or such Subsidiary, as applicable, has delivered such promissory note or other instrument to the Agent to be held in pledge for the benefit of itself and the Banks in accordance with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business terms of the Loan Parties or any Documents, and (iv) the Borrower shall have delivered to the Agent on the date of their Subsidiaries; (e) dispositions constituting such sale a certificate signed by an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) authorized officer of the Term Credit Agreement are complied Borrower and evidence satisfactory to the Agent showing compliance with in connection therewith; (g) dispositions the provisions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; clauses (i) termination and (iii) of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and this (j) any disposition described in the Structure Memorandum.S)

Disposition of Assets. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer Group Member will sell or otherwise dispose of any assets (whether in one or a series of transactions) any Property (including including, without limitation, the Stock capital stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this AgreementSubsidiary), exceptexcept for: (a) dispositions sales of inventory, or used, worn-out or surplus fixtures and equipment or defaulted receivables for collection, all in the Ordinary Course ordinary course of Businessbusiness; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountsof surplus, Inventory and notes receivable); providedobsolete, that (i) at negligible or uneconomical assets including plants currently shut down or shut down in the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredfuture; (c) dispositions intercompany sales or other intercompany transfers of Cash Equivalentsassets among Group Members all of which are Loan Parties, none of which are Loan Parties, from Group Members which are not Loan Parties to Group Members that are Loan Parties and other intercompany transfers in an aggregate amount not to exceed $15,000,000 from Group Members that are Loan Parties to Group Members that are not Loan Parties; (d) each of Holdco and its Subsidiaries may sell, discount, or otherwise dispose of accounts receivable in connection with the compromise or collection thereof, and not as part of any transaction, the primary purpose of which is to provide financing for Holdco and its Subsidiaries; (e) each Foreign Subsidiary may sell, discount or otherwise dispose of accounts receivable in connection with any transaction, the primary purpose of which is to provide financing for such Foreign Subsidiary, provided that the aggregate amount of all such financings shall not exceed a principal amount of €50,000,000, or the equivalent of such amount, at any one time outstanding; provided, further, that the amount of any such financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.3(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course ordinary course of Business business to other Persons not materially interfering with the conduct of the business of the Loan Parties Holdco or any of their its Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) sales, transfers and dispositions of (i) Investments (excluding Investments in the assets Equity Interests of any Non-Material Subsidiary) permitted by clauses (b), (c), (k) and (o) of Section 6.5 and (ii) other Investments to the extent required by or made pursuant to customary buy/sell arrangements made in the ordinary course of business between the parties to agreements related thereto; provided, in each case, that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (h) sale-leasebacks dispositions resulting from any casualty or other insured damage to, or any taking under power of real estateeminent domain or by condemnation or similar proceeding of, machinery and equipment with a value not to exceed $10,000,000 in the aggregateany property or asset of any Group Member or its Subsidiaries; (i) termination sales, transfers and dispositions to the extent necessary to effect a transaction otherwise permitted under Section 6.2; provided that if in connection with such transaction the direct or indirect interest of a lease that is not reasonably likely to result Holdco in a Material Adverse Effect Group Member is reduced, such transaction shall be treated as a disposition of such interest to the extent of such reduction for purposes of this Section 6.6 which is permitted if and does not result from a default only if permitted by a Loan Partyclause other than this clause (i); (j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.6(j); (k) sales in arm’s length transactions, at fair market value and for at least 80% cash consideration, in an aggregate amount not to exceed $75,000,000; (l) other sales of assets having a fair market value not in excess of $20,000,000 in the aggregate; and (jm) any disposition described sales of assets not constituting ABL Collateral and otherwise permitted by the Secured Notes Indenture as in effect on the Structure MemorandumClosing Date.

Disposition of Assets. No Loan Party shallThe Borrowers will not, and no Loan Party shall suffer or will --------------------- not permit any of its their Non-Excluded Subsidiaries to, directly and, during such time as the Subordinated Indenture remains in effect (or indirectlyany other Subordinated Debt Documents are in effect which contain covenants regarding the disposition of assets by any Excluded Subsidiary), sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do will not permit any of the foregoing (except subject their Excluded Subsidiaries to, become a party to compliance withor agree to or effect any Asset Sale or other disposition of assets, or termination of, this Agreement), exceptother than: (a) dispositions the sale of inventoryinventory or the sale or licensing of trademarks, or usedpatents, worn-out or surplus equipment or defaulted receivables for collection, all copyrights and brand names in the Ordinary Course ordinary course of Businessbusiness, consistent with past practices; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that the disposition of (i) at obsolete equipment in the time ordinary course of any disposition, no Event of Default shall exist or shall result from such disposition, business; (ii) not less than 75% assets from any of the aggregate sales price from such disposition shall be paid Borrowers or any of the Non-Excluded Subsidiaries (subject, however, to (S)10.21 hereof) to any of the Borrowers or to any of the Non-Excluded Subsidiaries, to the extent permitted by any Subordinated Debt Documents that are then in cash, effect; (iii) such dispositions are made for fair market valuethe manufacturing plant located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ by Samsonite Canada, Inc., and (iv) the requirements assets listed on the January 31, 1998 consolidated balance sheet of Section 2.05(b)(iithe Company as "held for sale," which assets are listed on Schedule -------- 10.5.2(b) hereof (the "Schedule 10.5.2(b) Assets") provided, with --------- ------------------------- -------- respect to both clauses (iii) and (iv), to the extent applicable, that no Default or Event of Default has occurred and is continuing or would exist as a result thereof and that such disposition is not prohibited by any Subordinated Debt Documents that are complied with then in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been deliveredeffect; (c) dispositions of Cash Equivalents; other Asset Sales or dispositions, provided that (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted -------- each case under this Agreement; clause (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(bc) of the Term Credit Agreement are complied with in connection therewith; this (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate;S)10.5.2): (i) termination no Default or Event of Default has occurred and is continuing and none would exist after giving effect thereto or as a lease that is not reasonably likely to result in a Material Adverse Effect and thereof; (ii) the aggregate Net Asset Sale Proceeds from all such Asset Sales or dispositions under this (S)10.5.2(c) does not result from a default by a Loan Party; andexceed $15,000,000 in any fiscal year; (jiii) the purchase price shall be no less than the fair market value of the applicable asset at the time of the sale; (iv) at least seventy-five percent (75%) of the value of the purchase price for such assets shall consist of cash, other than (to the extent permitted by the Subordinated Indenture) with respect to (1) any disposition described in Schedule 10.5.2(b) Assets; (2) any Asset Sale or series of related Asset Sales as to which the Structure Memorandum.aggregate Net Asset Sale Proceeds do not exceed $1,000,000; (3) any Asset Sale otherwise permitted pursuant to (S)10.3(f)(ii) or (S)10.19.1

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Material Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out out, obsolete or surplus equipment or defaulted receivables for collectionother assets not practically usable in the business of the Borrower, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of assets in the ordinary course of business by the Borrower or any of its Subsidiaries to the Borrower or any other of its Subsidiaries pursuant to reasonable business requirements; (d) dispositions of Permitted Receivables (including software, books and records related to Permitted Receivables) pursuant to the Permitted Receivables Purchase Facility; (e) dispositions in connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided, that any such sale/leaseback transaction is otherwise permitted under this Agreement; and (f) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)hereunder; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, and (ii) not less than 75% of the aggregate sales price from such disposition net book value of all assets so sold by the Borrower and its Subsidiaries, together, shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of fiscal year $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss60,000,000; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumlisted on Schedule 8.2.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock Shares of any Subsidiary of any Loan Credit Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions in the Ordinary Course of inventoryBusiness to any Person, or usedof (i) Inventory, (ii) worn-out or surplus equipment or defaulted receivables for collectionEquipment (provided, all that to the extent such Equipment constitutes Collateral, having a book value not exceeding $7,500,000 in the Ordinary Course aggregate in any Fiscal Year) or (iii) any other Equipment constituting Collateral solely to the extent that such Equipment is exchanged for credit against the purchase price of Businessreplacement or other Equipment or the proceeds of such disposition are promptly (but, in any event, within one hundred eighty (180) days of such disposition) applied to the purchase price of replacement or other Equipment; (b) dispositions (other than of (i) the Shares of any Credit Party or (ii) any Accounts of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory on an arm's length basis and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist Permitted Payment or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements Disposition Conditions have been deliveredsatisfied; (c) dispositions of Cash Equivalents in the Ordinary Course of Business and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents; (d) licenses, sublicenses, leases dispositions of accounts receivable and related assets by (i) Real Alloy Germany to the German Factoring Facility Purchaser in accordance with the German Factoring Facility Documents and (ii) Mexican Credit Parties to Canadian Borrower pursuant to the terms of the Mexican Receivables Purchase Documents; (e) transfers of Property to a Credit Party by another Credit Party or subleases granted by any Subsidiary of a Credit Party and transfers of Property to third parties a Subsidiary that is not a Credit Party by a Subsidiary that is not a Credit Party; (f) the lease or sublease in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewithReal Estate; (g) dispositions the sale in the Ordinary Course of the assets Business of Accounts pursuant to any Non-Material SubsidiaryPermitted Supplier Financing Arrangement; (h) sale-leasebacks Dispositions of real estate, machinery and equipment Property in connection with a value not to exceed $10,000,000 in the aggregatePermitted Sale Leaseback Transactions; (i) termination Dispositions of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Partythe Real Estate located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇; and (j) any disposition described Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); (ii) mergers and amalgamations in the Structure Memorandumcompliance with Section 5.3; and (iii) Restricted Payments made in compliance with Section 5.11.

Disposition of Assets. No Loan Party shallSell, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer lease or otherwise dispose of (whether in one any of, or a series of transactions) any Property (including the Stock of permit any Subsidiary of Borrower to sell, lease or otherwise dispose of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)its Properties, exceptincluding any disposition of Property as part of a sale and leaseback transaction, to or in favor of any Person, except for: (ai) sales of Inventory in the ordinary course of business; (ii) transfers of Property to Borrower by a Subsidiary of Borrower or to a Subsidiary of Borrower by another Subsidiary of Borrower; (iii) so long as no Default or Event of Default exists and is continuing, dispositions of Property that is substantially worn, damaged, uneconomic or obsolete with Property of like kind, function and value, provided, that the replacement Property shall be acquired within 90 days after any disposition of Property that is to be replaced and the replacement Property shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens; (iv) so long as no Default or Event of Default exists and is continuing, dispositions of Equipment and other fixed assets which, in the aggregate during any consecutive twelve-month period, have a fair market value or a book value, whichever is less, of $5,000,000 or less, and the net cash proceeds of which dispositions are promptly delivered to Agent for application against the then outstanding principal balance of the Revolving Credit Loans; (v) dispositions of inventoryinvestments described in paragraphs (iv), or used(v), worn-out or surplus equipment or defaulted receivables for collection, all in (vi) and (vii) of the Ordinary Course definition of Businessthe term "Restricted Investments"; (bvi) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% transactions described on Exhibit 9.9 hereto in furtherance of the aggregate sales price from such disposition shall Liquidity Improvement Financing Program, all to be paid in cash, (iii) such dispositions are made for fair market value, (iv) consummated on or before the requirements of Section 2.05(b)(ii)Closing Date, to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties permitted in the Ordinary Course of Business not interfering with Indentures and the business of the City Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (fvii) dispositions the disposition of the Tandem Mill Collateral in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewitha Permitted Tandem Mill Transaction; (gviii) dispositions the disposition of the assets of any Non-Material SubsidiaryGO Facility in connection with a Permitted GO Transaction; (hix) sale-leasebacks the disposition of real estate, machinery and equipment the RD Facility in connection with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan PartyPermitted RD Transaction; and (jx) any disposition described in the Structure Memorandumother dispositions expressly authorized by this Agreement.

Disposition of Assets. No Loan Party shallThe Company will not, and no Loan Party shall suffer or will --------------------- not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one a single transaction or a series of related transactions) any Property (including the Stock Principal Plants or any stock of any Subsidiary Restricted Subsidiaries if the net book value of such Principal Plants and/or the assets of such Restricted Subsidiaries (or, in the case of the disposition of only a part of the stock of any Loan PartyRestricted Subsidiary, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any that percentage of the foregoing (except subject assets of each such Restricted Subsidiary which is equal to compliance withthe percentage of the stock of such Restricted Subsidiary that has been or is to be disposed of) exceeds, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course aggregate, 10% of Business; Net Tangible Assets, as reflected on the balance sheet most recently delivered prior to such transaction (bor the last of the series of related transactions) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivableby the Company to the Banks pursuant to Section 5.01(a); provided, however, that the foregoing shall not prohibit (iA) at the time of any disposition, no Event of Default shall exist -------- ------- Packaging Business Divestiture or shall result from (B) such disposition, transaction (iior transactions) not less than 75% (x) if the disposition is made solely to a Restricted Subsidiary that is a wholly-owned Subsidiary of the aggregate sales price from such disposition shall be paid in cash, Company or (iiiy) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), if an amount equal to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount proceeds therefrom in excess of $7,500,000 per annum such 10% of Net Tangible Assets shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement applied, not later than 120 days (or, if applicablethe Company holds such excess proceeds in cash or cash equivalents, Second Lien Credit Agreement, and (vtwo years) after giving effect such transaction (or after the transaction in such series which causes such amount to such dispositionbe exceeded), either to the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions repayment or prepayment of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business Funded Debt of the Loan Parties Company or to pay (or to repay or prepay Debt incurred in order to pay) the cost of expanding, constructing or acquiring any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumPrincipal Plants.

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collectionequipment, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition fair market value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall be paid not exceed in cash, any fiscal year $1,000,000 and (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Credit Parties are in compliance on a pro forma basis with the covenant covenants set forth in Section 7.19Article VI, recomputed for the most recent Fiscal Quarter fiscal period for which financial statements have been delivereddelivered pursuant to Section 4.1(b); (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases of Patents, Trademarks, Copyrights and other intellectual property rights granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Credit Parties or any of their Subsidiaries;, either on a non-exclusive basis or on an exclusive basis where exclusivity is restricted to a limited field of use that does not prohibit Borrowers and their Subsidiaries, or any of them, from commercializing the intellectual property rights so licensed or leased in applications outside the limited field of use or in an application presently commercialized by the Borrowers and their Subsidiaries; provided, however that (i) the Agent has a perfected first priority security interest in each such license, sublicense, lease or sublease and (ii) no Default or Event of Default shall exist at the time any Credit Party or any of its Subsidiaries enter into any such license, sublicense, lease or sublease; and (e) dispositions constituting an Investment licenses, sublicenses, leases or Restricted Payment permitted under this Agreement; (f) dispositions subleases of property other than intellectual property rights granted to third parties in connection the Ordinary Course of Business not interfering with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) business of the Term Credit Agreement are complied with in connection therewith; (g) dispositions Parties or any of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandumtheir Subsidiaries.

Disposition of Assets. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or --------------------- permit any of its Subsidiaries Material Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)foregoing, except: (a) dispositions of (i) inventory, or (ii) used, worn-out out, obsolete or surplus equipment or defaulted receivables for collectionother assets not practically usable in the business of the Borrower, all in the Ordinary Course ordinary course of Businessbusiness; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of assets (i) by the Borrower to any of its Subsidiaries in the ordinary course of business (which shall include dispositions made as a result of tax planning) and made pursuant to reasonable business requirements and (ii) by such Subsidiaries to any other such Subsidiaries or the Borrower pursuant to reasonable business requirements; (d) dispositions in connection with a sale/leaseback transaction involving real or personal property of the Borrower or its Subsidiaries; provided, that any -------- such sale/leaseback transaction is otherwise permitted under this Agreement; (e) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accountshereunder; provided that, Inventory and notes receivable); provided, that (i) at the time of any such disposition, no Event of Default shall exist or shall result from such disposition, and (ii) the aggregate net book value of all assets so sold by the Borrower and its Subsidiaries, together, shall not less than 75exceed in any fiscal year an amount equal to 5% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) Consolidated Total Assets of the Term Credit Agreement orBorrower, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business measured as of the Loan Parties or any last day of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;the preceding fiscal year; and (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.listed on Schedule 8.2. ------------

Disposition of Assets. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) make any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) Disposition or enter into any agreement to do make any of the foregoing (except subject to compliance with, or termination of, this Agreement)Disposition, except: (a) dispositions (i) Dispositions of inventory, or used, worn-out wornout, obsolete or surplus equipment property, whether not owned or defaulted receivables for collectionhereafter acquired, all (ii) Dispositions of Property that are no longer used or useful in the Credit Parties’ or their Subsidiaries’ business, and (iii) Dispositions to landlords of improvements made to leased Real Property pursuant to customary terms of leases entered into, in each case in the Ordinary Course of Business; (b) dispositions Dispositions of property not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, provided that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cashcash or Cash Equivalents, and (iii) such dispositions are made for the aggregate fair market valuevalue of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed (ivx) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions $10,000,000 in any Fiscal Year under or (y) $40,000,000 in the aggregate during the term of this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions Dispositions of cash and Cash EquivalentsEquivalents in the Ordinary Course of Business; (d) sales, lapses, abandonments or other Dispositions of any immaterial Intellectual Property in the Ordinary Course of Business; (e) transactions permitted under Sections 5.1, 5.3, 5.4, 5.6 and 5.7; (f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties that do not materially interfere with the business of the Credit Parties and their Restricted Subsidiaries; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party or any Restricted Subsidiary of any Credit Party; provided that the proceeds thereof are applied in accordance with subsection 1.8(c); (h) sales or discounting, on a non-recourse basis to any Credit Party, and in the Ordinary Course of Business, of past due Accounts in connection with the collection or compromise thereof that are not undertaken for the primary purpose of financing the Credit Parties; (i) Disposition of a nominal amount of Equity Interests in any Foreign Subsidiary in order to qualify members of the Board of Directors or equivalent governing body of such Foreign Subsidiary to the extent required by applicable foreign law; provided that, unless prohibited by applicable Requirement of Law, such Equity Interests shall be pledged to the Administrative Agent, for the benefit of the Secured Parties; (j) any swap of assets in exchange for services or other assets in the Ordinary Course of Business not interfering with of comparable or greater value or usefulness to the business of the Loan Credit Parties or and their respective Credit Parties as a whole, as determined in good faith by the management of the Borrower. (k) the unwinding of any of their SubsidiariesRate Contract pursuant to its terms; (el) dispositions constituting an Investment or Restricted Payment permitted under this Agreement;[reserved]; and (fm) dispositions in connection with an Event of Loss; provided that Dispositions by any Restricted Subsidiary to any wholly-owned Restricted Subsidiary (the requirements of Section 2.05(b) and Section 2.03(b“New Parent Subsidiary”) of the Term Credit Agreement are complied with type described in connection therewith; clauses (d), (g) dispositions and (h) of the assets definition of any Non-Material “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Equity Interests in other Restricted Subsidiaries of the type described in clauses (d), (g) and (h) of the definition of “Excluded Subsidiary” to such New Parent Subsidiary; (hn) sale-leasebacks to the extent allowable under Section 1031 of real estatethe Code (or comparable or successor provision), machinery any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by any Credit Party or any Restricted Subsidiary of any Credit Party that is not in contravention of Section 5.8; (o) Dispositions of property to the extent that the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (p) Dispositions of inventory and equipment with a value not to exceed $10,000,000 goods held for sale in the aggregate;Ordinary Course of Business and immaterial assets in the Ordinary Course of Business; and (i) termination Permitted Receivables Transfers in connection with a Permitted Receivables Facility, so long as (other than with respect to any Permitted Receivables Transfers of Commission Receivables arising from the home and automobile segments of the Borrower’s business, the Net Proceeds of which are not required to be applied to prepay the Loans pursuant to the proviso to Section 1.8(c)), after giving Pro Forma Effect to such sale or other transfer, the Asset Coverage Ratio for the most recently ended Test Period is equal to or exceeds the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period and (ii) a Disposition of the Equity Interests of a lease that is Permitted Receivables SPV, solely to the extent not reasonably likely to result constituting Collateral hereunder, in a Material Adverse Effect and does not result from a default connection with the exercise of remedies by a Loan Party; and (j) any disposition described third-party lender or agent in each case pursuant to and in accordance with the Structure Memorandumterms of the applicable Permitted Receivables Facility Documents.

Disposition of Assets. No Loan Credit Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) (or enter into any agreement to do any of the foregoing), any (a) Collateral, except: (i) Inventory in the Ordinary Course of business; (ii) Foreign Accounts that are neither Eligible Accounts nor Insured Eligible Accounts which are sold on an arm’s length basis at fair market value for cash considerations; (iii) Dispositions between Credit Parties; (iv) the licensing or disposition of Intellectual Property in the Ordinary Course of Business; (v) dispositions of Cash Equivalents and which are sold on an arm’s length basis at fair market value for cash considerations; and (vi) transactions permitted under Section 5.1(l); (b) Property that is not Collateral (including the Stock of any Subsidiary of any Loan PartyCredit Party except any Immaterial Subsidiary or Foreign Subsidiary, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (ai) dispositions to any Person other than an Affiliate of inventorya Credit Party, or used, of worn-out or surplus equipment or defaulted receivables for collectionhaving a fair market value not exceeding $25,000,000 in the aggregate in any Fiscal Year, all in the Ordinary Course of Business; (bii) dispositions (other than of the Stock of any Subsidiary of any Credit Party) not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable)value; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 7590% of the aggregate sales price from such disposition shall be paid in cash, and (iii) such dispositions are made for the aggregate fair market value, (iv) value of all assets so sold by the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions Credit Parties shall not exceed in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered5,000,000; (ciii) dispositions of Cash EquivalentsEquivalents and which are sold on an arm’s length basis at fair market value for cash considerations; (div) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment transactions permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party5.1(l); and (jv) any dispositions of Property which is not Collateral and which are not otherwise permitted hereunder, provided that the gross revenues generated by or attributable to the Property which is the subject of each such disposition described in the Structure Memorandumimmediately previous trailing four Fiscal Quarter period, when taken together with the gross revenues generated by or attributable to all other Property disposed of pursuant to this Section 5.1(b)(v) in the same trailing four Fiscal Quarter period shall not exceed thirty percent (30%) of the gross revenues of the Credit Parties in the immediately previous trailing four Fiscal Quarter period.

Disposition of Assets. No Loan Party shall, and no Loan Party Each Borrower agrees that it shall suffer or not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of Disposition (whether in one or a series of transactions) of any Property property or assets (including the Stock of any Subsidiary of any Loan PartyAccounts, whether in a public or a private offering or otherwise, and accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do any of the foregoing (except subject to compliance with, or termination of, this Agreement)do, except: (a) Dispositions of Motor Vehicles and dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all other inventory in the Ordinary Course ordinary course of Businessbusiness; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries or Affiliates to any other Subsidiary or to the Company provided, however, other than dispositions not otherwise permitted hereunder to newly created Subsidiaries which are become Borrowers for purposes of complying with Dealer Franchise Agreements, any such disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value (excluding Accounts, Inventory for cash and notes receivable); provided, that (i) at only in the time ordinary course of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;business. (c) dispositions Dispositions of Cash Equivalentsproperty in connection with any consolidation or merger permitted by Schedule XIII hereof; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business Dispositions of the Loan Parties or any of their Subsidiariesproperty described in Schedule XIV attached hereto; (e) dispositions constituting an Investment Dispositions of equipment and other property which is obsolete, worn out or Restricted Payment permitted under this Agreementno longer used or useful in such Person's business, all in the ordinary course of business; (f) dispositions in connection with an Event Dispositions occurring as the result of Lossa casualty event, condemnation or expropriation; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith;and (g) dispositions Dispositions of any property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the aggregate book value of all such property, assets or businesses sold, leased or otherwise disposed of during the term of this Agreement shall not at any time exceed the greater of (i) Five Million Dollars ($5,000,000) or (ii) ten percent (10%) of the total book value of the assets of the Company and each of its Subsidiaries, (determined on a consolidated basis in accordance with generally accepted accounting principles, as of the end of the immediately preceding fiscal quarter), and provided, further, that for any Non-Material Subsidiary;such property, assets or business other than capital stock that is sold, leased or otherwise disposed of, for purposes of determining compliance with this Section 10.4, the value of any such property, asset or business shall be equal to the book value of such property, asset or business as of the date of such Disposition; and provided, further, that for purposes of determining compliance with this Section 10.4, the value of any capital stock sold or disposed of shall be determined by multiplying the number of shares of such capital stock sold by the net book value per share of such capital stock; and provided, further, that this Section 10.4 does not authorize Disposition of any Accounts, notes receivable and/or Chattel Paper with or without recourse; and (h) sale-leasebacks of real estate, machinery and equipment with a value not Dispositions pursuant to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure MemorandumQualified Sale/Leaseback Transactions.