Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation Neither Borrower nor any Subsidiary shall sell or otherwise Dispose of Borrower to obtain the consent of the Administrative Agent to any sale, transfer asset or other disposition property (including, without limitation, by way of any assets Sale of a Loan Party) except that such sale or property (herein, the “Disposition”) not otherwise other Disposition shall be permitted hereunder, in the event that the Net Available Amount case of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual (1) a Permitted Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)2) any other sale or Disposition so long as: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower shall, within five (5ii) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100at least 75% of the Net Available Amount consideration for such sale or Disposition shall consist of cash or Cash Equivalents, (iii) such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the sale or other Disposition shall be excluded for Fair Market Value and shall be on terms that are not materially less favorable to Borrower or the relevant Subsidiary (taking into account all effects Borrower or such Subsidiary expects to result from the prepayment requirements of this clause if (Asuch transaction whether tangible or intangible) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders than those that would have been obtained in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) an arm’s length transaction and (Civ) within one hundred eighty (180) days to the extent that the Borrower receives any Net Proceeds from the date of receipt of such Net Available Amount of the sale or other Disposition, such Net Available Amount are Proceeds shall be applied (as provided under ‎Section 2.09; provided that nothing contained in this ‎Section 6.03 is intended to excuse performance by the Borrower or committed any Guarantor of any requirement of any Collateral Document that would be applicable to be applieda Disposition permitted hereunder. A Disposition of Collateral referred to in clause ‎(d) or ‎(h) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower Disposition shall be, in each case, applied continue to a mandatory prepayment constitute Collateral for all purposes of the Loan pursuant to Documents. Notwithstanding anything in this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent Section 6.03 or any of the definitions or covenants contained in this Agreement to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer contrary, no Loan Party shall sell, transfer or otherwise Dispose of (each such offer to prepay referred to in this clause 2.06(b)(iiiother than non-exclusive licenses that are Permitted Dispositions), a “Disposition Proceeds Prepayment Offer”)or grant an exclusive license or sublicense of, any Material Intellectual Property to any Person other than another Loan Party, other than the granting of any Lien securing the EETC Obligations.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent shall not, and shall not permit any of the Administrative Agent Restricted Subsidiaries to, consummate any Asset Sale unless (a) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to any salethe Fair Market Value of the assets the subject of such Asset Sale, transfer (b) immediately before and immediately after giving effect to such Asset Sale (x) no Default or other disposition Event of any assets Default shall have occurred and be continuing and (y) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.01, (c) at least 75% of the consideration received by the Borrower or property (herein, the “Disposition”) not otherwise permitted hereunder, such Restricted Subsidiary therefor is in the event that form of cash or cash equivalents paid at the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions closing thereof and (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5d) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% all Net Proceeds of such Asset Sale is applied to payment of the Net Available Amount Obligations as set forth in and to the extent required by Section 2.11(c). The amount (without duplication) of (x) any Indebtedness (other than Subordinated Indebtedness) and other liabilities of the Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such proceeds on Indebtedness or liability, (y) any notes, securities or similar obligations or items of property received from such transferee that are converted into, sold or exchanged by the Quarterly Date immediately following Borrower or such Restricted Subsidiary within 180 days of receipt by Borrower for cash (to the extent of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(Icash actually so received), and (Bz) the Administrative Agentany Designated Noncash Consideration having an aggregate Fair Market Value that, acting when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date time of receipt of such Net Available Amount Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the Dispositiontime received and without giving effect to subsequent changes in value) $30,000,000, such Net Available Amount are applied (or committed shall be deemed to be applied) to cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such acquisition; provided furtherRestricted Subsidiary, that as the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall case may be, in each caseconnection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied to a mandatory prepayment payment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent Obligations as set forth in and to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this extent required by Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”2.11(c).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Obligors will not, and will not permit any Subsidiary to, directly or indirectly, make any sale, transfer transfer, lease (as lessor), loan or other disposition of any assets or property (hereincollectively, the a “Disposition”) not otherwise permitted hereunderof any property or assets (including any shares, interests or other equivalents of corporate stock or other indicia of ownership of any such Subsidiary) other than: (a) Dispositions pursuant to Section 10.2 (excluding Sections 10.2(b)(3) and 10.2(c)(iii)); (b) Dispositions in the event ordinary course of business; (c) Dispositions to either Obligor or to a Subsidiary (other than any Project Subsidiary or any Non-Obligor Finance Subsidiary), provided, however, that if any such Disposition is to a Subsidiary that is not a Wholly-Owned Subsidiary (the Net Available Amount “Recipient Subsidiary”), then such Disposition shall be deemed, for purposes of clause (d)(ii) below, to be a sale of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days assets of the receipt of such proceeds, offer to prepay transferor (the Loan ratably “Transferor”) in an amount equal to the difference (if positive) between (i) the net book value of the property or assets transferred in such Disposition multiplied by the percentage of the ownership interest of the Guarantor directly or indirectly in the Transferor (or, if either Obligor is the Transferor, 100%) and (ii) the net book value of such property or asset multiplied by the percentage of the ownership interest of the Guarantor directly or indirectly in the Recipient Subsidiary; and (d) other Dispositions, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate net book value of property or assets disposed of in such proposed Disposition and all other Dispositions not permitted by clauses (a) through (c) above (including that portion of any Disposition deemed to be included in this clause (d) pursuant to clause (c) above) during the preceding 12 consecutive calendar months does not exceed 15% of Consolidated Tangible Assets as of the Net Available Amount time of such proceeds on the Quarterly Date immediately following receipt by Borrower proposed Disposition; and, provided further, that for purposes of the relevant proceeds; provided that such Net Available Amount of the Disposition this clause (ii), there shall be excluded from the prepayment requirements calculation of this clause the aggregate net book value of property or assets disposed of during any 12-month period any Disposition if and to the extent that an amount equal to the net proceeds realized upon such Disposition is applied or has been applied by either Obligor or such Subsidiary, as the case may be, (A) Borrower submits within 365 days before or after the effective date of such Disposition (but in all events, without duplication), to acquire productive assets for use in the business of either Obligor or their Subsidiaries or (B) within 365 days after the effective date of such Disposition, to repay Indebtedness of either Obligor or any Subsidiary (excluding Indebtedness owing to either Obligor or any Subsidiary) which is not subordinated in right of payment to the Notes, the Guarantees or any Subsidiary Guarantee, as the case may be; provided that, the Company has, on or prior to the application of any net proceeds to the repayment or prepayment of any Indebtedness pursuant to the foregoing clause (B), offered to prepay a Reinvestment Notice to Administrative Agent and pro rata portion of the Lenders Notes in accordance with Section 5.29(f)(i)(C)(I)8.5, with such pro rata portion to be equal to the product of (Bx) the Administrative Agentnet proceeds being so applied and (y) a fraction, acting at the direction numerator of which is the aggregate principal amount of Notes then outstanding and the denominator of which is the aggregate principal amount of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and Indebtedness (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).including the

Disposition of Assets. Without limiting the obligation The Borrower shall not, and shall not permit any of Borrower to obtain the consent of the Administrative Agent to its Subsidiaries to, at any saletime sell, transfer lease, abandon or other disposition otherwise dispose of any assets (other than obsolete or property (hereinimmaterial assets disposed of in the ordinary course of business); provided, however, that if no Default exists or would be caused thereby, the “Disposition”Borrower and its Subsidiaries may: (i) (A) sell towers in the ordinary course of business so long as the Net Proceeds are applied as provided in Section 2.6(a) hereof or (B) enter into Tower Sale/Leaseback Transactions in the ordinary course of business; (ii) sell or dispose of assets or exchange assets for assets related to the Borrower's business, the aggregate net Cash Flow corresponding to which when aggregated with aggregate net Cash Flow corresponding to all other Permitted Asset Sales does not otherwise permitted hereunderexceed (A) twenty-five percent (25%) of aggregate Cash Flow during any fiscal year of the Borrower or (B) fifty percent (50%) of aggregate Cash Flow in the aggregate during the term of this Agreement, after giving effect to the proposed disposition of such assets; provided, however, that (1) the Borrower or such Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of the property subject to such disposition; (2) (a) at least eighty percent (80%) of the consideration paid to the Borrower or such Subsidiary in connection with such disposition is in the form of cash or cash equivalents or (b) the consideration paid to the Borrower or such Subsidiary is determined in good faith by the Board of Directors of the Borrower, as evidenced by a board resolution, to be substantially comparable in type to the assets being sold; (3) in the event that the Net Available Amount Proceeds of such disposition are not reinvested in assets related to the business of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in within the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Dispositionsucceeding twelve month period, such Net Available Amount Proceeds are applied as provided in Section 2.6(a) hereof; and (4) in the event the stated Leverage Ratio under Section 7.10 hereof is greater than or committed equal to be applied) 5.00:1 and the Net Proceeds from any sale or exchange of assets are not reinvested in assets related to such acquisition; provided furtherthe business of the Borrower within the immediately succeeding fifteen month period, that the amount of such Net Available Amount Proceeds are applied as provided in Section 2.7(a) hereof; and (iiii) sell accounts receivable, leases or other income streams which may be securitized in an aggregate amount not so used or committed after one hundred eighty (180) days or (ii) in respect to exceed $75,000,000.00 pursuant to an asset securitization facility the terms and conditions of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent reasonably acceptable to the Co-Administrative Agent Agents and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Syndication Agent.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the prior written consent of the Administrative Agent to Term Agent, no Borrower shall, and no Borrower shall suffer or permit any saleof its Subsidiaries to, transfer sell, lease, convey or other disposition otherwise dispose of (whether in one transaction or in a series of transactions) of any Property (including the Stock or Stock Equivalents of any Subsidiary of any Borrower, 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 (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except: (a) Dispositions of Inventory, leases of broadcast subchannels, broadcast tower space and broadcast spectrum, excluding FCC Licenses, in the Ordinary Course of Business; (b) to the extent constituting Dispositions, licensing of Intellectual Property expressly permitted under Section 5.1(f); (c) Dispositions of worn-out, obsolete or property surplus equipment, all in the Ordinary Course of Business; (hereind) Dispositions of Property by any Loan Party to another Loan Party; (e) Subject to Section 1.7, the “Disposition”) Dispositions of Property (other than FCC Licenses, material Intellectual Property or any Property or asset that is necessary to operate any Station not otherwise permitted hereunder, under this Section 5.2) in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or an amount up to $2,000,000 in the aggregate per annum in any Fiscal Year and no more than $5,000,000 in the aggregate per annum for all such Dispositions (unless deposited into during the Collection Account for application term of this Agreement so long as no Event of Default then exists or would arise therefrom and the Borrowers are in accordance compliance with the Permitted Working Capital Facility Documents)financial covenants set forth in Section 5.22, the Borrower shall, within five (5) Business Days measured as of the receipt last day of the Applicable Reference Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to, such Disposition) and determined on a pro forma basis as if such Disposition had occurred on the first day of such proceeds, offer Applicable Reference Period; (f) Dispositions that constitute Investments permitted pursuant to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsSection 5.4; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if and (Ag) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders so long as applied in accordance with Section 5.29(f)(i)(C)(I1.7(b), (B) Dispositions resulting from casualty or condemnation proceedings. For the Administrative Agent, acting at the direction avoidance of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall bedoubt, in each case, applied to no event may an FCC License Holder Dispose of an FCC License (except where replaced by a mandatory prepayment of the Loan pursuant to this clause (iii). Any renewed or modified main Station license for such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”station).

Disposition of Assets. Without limiting No Consolidated Entity will Dispose of any asset, including any Capital Stock, except: (a) Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the obligation ordinary course of Borrower business; (b) Dispositions to obtain any other Consolidated Entity; provided that the consent sum of the Administrative Agent aggregate fair market value of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (c) Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; and (d) Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; provided that (x) all Dispositions permitted by this Section 6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, transfer or other disposition Disposition permitted by clauses (b) or (d) of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, this Section 6.06 for consideration in the event that the Net Available Amount excess of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition 10,000,000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent for at least 50% cash consideration and the Lenders any non-cash consideration received in accordance connection with Section 5.29(f)(i)(C)(I)such sale, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (transfer or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay disposition shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation permitted under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”6.04(g).

Disposition of Assets. Without limiting Borrower shall not directly or indirectly: (a) sell, lease, transfer, assign or otherwise dispose of any Collateral or any material portion of its other assets (other than sales of Inventory in the obligation ordinary course of Borrower business); (b) consolidate with, or merge with or into, any other entity or permit any other entity to obtain the consent of the Administrative Agent to consolidate with or merge with or into Borrower; or (c) form or acquire any saleinterest in any firm, transfer corporation or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsentity; provided that if no Event of Default has occurred unless such Net Available Amount Event of Default has been cured to the Disposition shall be excluded from extent permitted herein Borrower may undertake acquisitions of other business entities within the prepayment requirements of this clause if same industry as Borrower without Lender's prior written approval, so long as (Ai) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) immediately after giving effect to such acquisition; provided further, that Borrower's Aggregate Excess Availability plus unrestricted and unencumbered (other than liens in favor of Lender) cash equivalents and cash (in U.S. Dollars in domestic bank accounts) of the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or Borrower and its subsidiaries is no less than $7,500,000, (ii) the proforma financial projections (which shall be in respect of which form and substance reasonably acceptable to the Administrative Agent, acting at the direction Lender) of the Required LendersBorrower and its subsidiaries on a consolidated basis after giving effect to any such acquisition reflects that the proforma consolidated unrestricted and unencumbered (other than liens in favor of Lender) cash equivalents and cash (in U.S. Dollars in domestic bank accounts) of the Borrower and its subsidiaries plus the Borrower's Aggregate Excess Availability will be positive over the 12 months immediately following the completion of any such acquisition, does not approve the acquisition(sand (iii) described Borrower executes any and all documents or agreements or performs such acts as Lender may reasonably require to preserve Lender's perfected first priority security interest in the proposed Reinvestment Notice submitted by assets of Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation its rights and remedies under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Agreement and applicable law.

Disposition of Assets. Without limiting The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments and (ii) leases or licenses of real or personal property, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to obtain a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein of the consent type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction; provided that (i) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably, and (ii) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions shall not exceed $300,000,000; (d) Dispositions of assets that are not permitted by any other paragraph of this Section; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (d) shall not exceed, 15% of the Total Consolidated Assets in any fiscal year of the Parent Borrower and (ii) all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; and (e) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇. For purposes of paragraph (d) of this Section 6.6, (i) the following will be deemed to any sale, transfer be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or other disposition preferred stock) of the Parent Borrower or of any assets or property Subsidiary (hereinin which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder, in the event ; provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $10,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent of the Administrative Agent to shall not, and shall not permit any saleSubsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) the sale, assignment or other disposition transfer of accounts receivable, lease receivables or other rights to payment or any assets interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment; (hereinc) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the “Disposition”transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such property is not otherwise an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; (d) any Regulatory Divestiture required in connection with the Allied Acquisition; provided that (i) no Event of Default shall exist at the time of or result from such Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value, (iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a Regulatory Divestiture permitted hereunderby clause (e) of this Section 7.03; it being agreed that the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all Person making such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Regulatory Divestiture, the Borrower shall, within five (5) Business Days of shall prepay Committed Loans and revolving loans under the receipt of such proceeds, offer to prepay the Loan ratably Existing Credit Facility on a pro rata basis in an amount equal to 100% of the Net Available Amount of net cash proceeds from such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsRegulatory Divestiture; and (e) other dispositions which are made for fair market value; provided that (i) at the time of any such Net Available Amount disposition, no Event of the Disposition Default shall be excluded exist or shall result from the prepayment requirements of this clause if such disposition and (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (Bii) the Administrative Agent, acting at aggregate value of all assets so disposed of by the direction Borrower and its Subsidiaries in any one-year period (calculated as of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt any such disposition) shall not exceed 20% of such Net Available Amount Consolidated Tangible Assets as of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction last day of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)most recently ended fiscal quarter.

Disposition of Assets. Without limiting Each Loan Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make any Disposition, except (a) Dispositions of Inventory in the obligation ordinary course of Borrower business, (b) Dispositions, for fair value, of worn-out, surplus and obsolete equipment not necessary or useful to obtain the consent conduct of business, (c) Dispositions of Equity Interests permitted by Section 7.6, (d) Dispositions of Property to any Loan Party or any Subsidiary, provided that any such Disposition involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 7.5 or 7.6, (e) the unwinding of any Hedge Agreement, (f) Dispositions of Generator Packages, Generator Units or Field Units not to exceed $8,000,000 in the aggregate in any fiscal year; provided that (i) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such Disposition, (ii) Borrowers shall concurrently with such Disposition deliver a pro forma Borrowing Base Report to Administrative Agent giving effect to such Disposition (with such Disposition, for the avoidance of doubt, calculated based on the Net Orderly Liquidation Value of such Generator Packages, Generator Units and/or Field Units at such time) and the Borrowing Base shall be adjusted immediately upon receipt of such Borrowing Base Report to reflect such Disposition, (iii) after giving effect to such Disposition, including the reduction of the Administrative Agent Borrowing Base in accordance with the foregoing clause (ii), Availability shall be equal to or greater than $0 or the Borrowers shall make any mandatory prepayment pursuant to Section 2.9(c)(i) concurrently with such Disposition, and (iv) such Disposition shall be made for fair value and for at least 80% cash consideration or (g) other Dispositions (other than with respect to any sale, transfer Accounts or other disposition of Property included in the Borrowing Base at any assets or property (herein, the “Disposition”time) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall to exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)any fiscal year.

Disposition of Assets. Without limiting No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, make a Disposition other than: (a) Disposition by any Restricted Entity (other than a US Credit Party) of any of its Properties to any Credit Party; provided that, at the obligation of Borrower to obtain the consent reasonable request of the Applicable Administrative Agent Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (b) Disposition by any US Credit Party of any of its Properties to any saleother US Credit Party; provided that, transfer at the reasonable request of the US Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (c) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.6, then at the reasonable request of the US Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the US Administrative Agent; (d) Sale of inventory in the ordinary course of business and Disposition of cash or Liquid Investments in the ordinary course of business; (e) Disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other disposition Disposition of any assets or property (hereinpatents, the “Disposition”) not otherwise permitted hereundertrademarks and copyrights that, in the event that the Net Available Amount reasonable judgment of the proceeds of any Disposition of US Borrower shall exceed $1,000,000 per individual Disposition and its Restricted Subsidiaries, should be replaced or $2,000,000 is no longer economically practicable to maintain or useful in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days conduct of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% business of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by US Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if and its Restricted Subsidiaries taken as a whole; (Af) Borrower submits a Reinvestment Notice to Administrative Agent mergers and the Lenders consolidations in accordance compliance with Section 5.29(f)(i)(C)(I6.7(a), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).;

Disposition of Assets. Without limiting The Obligors and the obligation of Borrower to obtain the consent of the Administrative Agent to Parent Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, make any sale, transfer transfer, lease (as lessor), loan or other disposition of any assets or property (hereincollectively, the a “Disposition”) not otherwise permitted hereunderof any property or assets (including any shares, interests or other equivalents of corporate stock or other indicia of ownership of any such Subsidiary) other than: (a) Dispositions pursuant to Section 10.2 (excluding Sections 10.2(b)(3) and 10.2(c)(iii)); (b) Dispositions in the event ordinary course of business; (c) Dispositions to the Parent Guarantor, either Obligor or to a Subsidiary (other than any Project Subsidiary or any Non-Obligor Finance Subsidiary), provided, however, that if any such Disposition is to a Subsidiary that is not a Wholly-Owned Subsidiary (the Net Available Amount “Recipient Subsidiary”), then such Disposition shall be deemed, for purposes of clause (d)(ii) below, to be a sale of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days assets of the receipt of such proceeds, offer to prepay transferor (the Loan ratably “Transferor”) in an amount equal to the difference (if positive) between (i) the net book value of the property or assets transferred in such Disposition multiplied by the percentage of the ownership interest of the Parent Guarantor directly or indirectly in the Transferor (or, if the Parent Guarantor or either Obligor is the Transferor, 100%) and (ii) the net book value of such property or asset multiplied by the percentage of the ownership interest of the Parent Guarantor directly or indirectly in the Recipient Subsidiary; and (d) other Dispositions, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate net book value of property or assets disposed of in such proposed Disposition and all other Dispositions not permitted by clauses (a) through (c) above (including that portion of any Disposition deemed to be included in this clause (d) pursuant to clause (c) above) during the preceding 12 consecutive calendar months does not exceed 15% of Consolidated Tangible Assets as of the Net Available Amount time of such proceeds on the Quarterly Date immediately following receipt by Borrower proposed Disposition; and, provided further, that for purposes of the relevant proceeds; provided that such Net Available Amount of the Disposition this clause (ii), there shall be excluded from the prepayment requirements calculation of this clause the aggregate net book value of property or assets disposed of during any 12-month period any Disposition if and to the extent that an amount equal to the net proceeds realized upon such Disposition is applied or has been applied by the Parent Guarantor, either Obligor or such Subsidiary, as the case may be, (A) Borrower submits within 365 days before or after the effective date of such Disposition (but in all events, without duplication), to acquire productive assets for use in the business of the Parent Guarantor or either Obligor or their Subsidiaries or (B) within 365 days after the effective date of such Disposition, to repay Indebtedness of the Parent Guarantor, either Obligor or any Subsidiary (excluding Indebtedness owing to the Parent Guarantor, either Obligor or any Subsidiary) which is not subordinated in right of payment to the Notes, the Guarantees or any Subsidiary Guarantee, as the case may be; provided that, the Company has, on or prior to the application of any net proceeds to the repayment or prepayment of any Indebtedness pursuant to the foregoing clause (B), offered to prepay a Reinvestment Notice to Administrative Agent and pro rata portion of the Lenders Notes in accordance with Section 5.29(f)(i)(C)(I8.5, with such pro rata portion to be equal to the product of (x) the net proceeds being so applied and (y) a fraction, the numerator of which is the aggregate principal amount of Notes then outstanding and the denominator of which is the aggregate principal amount of the Indebtedness (including the Notes) receiving any repayment or prepayment (or offer thereof) pursuant to the foregoing clause (B). For purposes of this Section 10.8, (Bi) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan any property or assets in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from existence on the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed this Agreement that become Project Assets shall be deemed to be applied) subject to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or a Disposition and (ii) in respect any stock of a Subsidiary that is the subject of an Disposition shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction, the numerator of which is the Administrative Agent, acting at the direction aggregate number of the Required Lenders, does not approve the acquisition(s) described shares of stock of such Subsidiary disposed of in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent Disposition and the Lenders describing in reasonable detail denominator of which is the event giving rise aggregate number of shares of stock of such Subsidiary outstanding immediately prior to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Disposition.

Disposition of Assets. Without limiting The Borrower will not sell, discount, allow credits or allowances, transfer, assign, extend the obligation of Borrower to obtain the consent of the Administrative Agent to any saletime for payment on, convey, lease, assign, transfer or otherwise dispose of its Assets (including without limitation the Collateral) other disposition than in accordance with its credit collection policies, except, (a) prior to an Event of any Default which is continuing and, thereafter until the Lender has notified (which notice may be limited to certain assets or categories of assets) the Borrower not to sell or make dispositions of Inventory or other assets, dispositions that are not Asset Dispositions, (b) the sale of unnecessary or obsolete Equipment, (c) the sale of the real property owned by the ▇▇▇▇▇ Division of the Borrower and located in Chicago, Illinois and Liberty, Missouri, (hereind) the Services Agreement between the Auto-Lok division of the Borrower and Stanwich Acquisition Corp., and (e) such asset sales, including without limitation the “Disposition”sale of all or substantially all of the assets of the ▇▇▇▇▇ Division of the Borrower, as are necessary for the Borrower to pay in full the Special Availability Loans as required by the terms hereof, each such sale to be on terms satisfactory to the Lender, in its sole discretion, and the Lender's counsel, and provided that (i) not otherwise permitted hereunderthe proceeds of each such sale shall be applied first to repay the Special Availability Loans and reduce the Adjusted Special Availability Amount, until the Adjusted Special Availability Amount is zero, and then to the remaining Obligations, in the event that order required under the Net Available Amount terms of this Agreement, and (ii) prior to making any Asset Sale Offer (as defined in the Indenture) with the proceeds of any Disposition of such sales, the Revolving Credit Committed Amount shall be reduced, and the Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in make such payments as are necessary to reduce the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Revolving Credit Committed Amount, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in by an amount at least equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)$10,000,000.

Disposition of Assets. Without limiting the obligation The US Guarantor will not, and will not cause, permit, or suffer any of Borrower to obtain the consent its Consolidated Subsidiaries to, in any single transaction or in multiple transactions within any fiscal year of the Administrative Agent US Guarantor, sell, transfer, assign, or otherwise dispose of assets of the US Guarantor and its Consolidated Subsidiaries, or enter into any Contract for any such sale, transfer, assignment, or disposition (a “Disposition”), provided, however: (a) Consolidated Subsidiaries of the US Guarantor may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to the US Guarantor or another Consolidated Subsidiary; (b) the US Guarantor and any saleConsolidated Subsidiary of the US Guarantor may make any Disposition (other than a Disposition (whether in one or a series of transactions) of all or substantially all of the assets of the US Guarantor and its Consolidated Subsidiaries) so long as (i) no Default exists or would be caused thereby, (ii) after giving effect to such Disposition the US Guarantor will, on a pro forma basis, be in compliance with the financial covenants set forth in Section 8 hereof, and (c) the assets disposed of in any fiscal year in the aggregate did not generate more than 33 1/3% of the consolidated revenues of the US Guarantor during the immediately preceding fiscal four quarters or if such assets generated revenues during the immediately preceding fiscal four quarters that if subtracted from the consolidated revenues of the US Guarantor during this period would result in consolidated revenues of the US Guarantor of less than $1,200,000,000; and (c) the US Guarantor and any Consolidated Subsidiary of the US Guarantor may sell, transfer or assign, or dispose of 12b-1 Fees to Persons other disposition of any assets or property (herein, than the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent US Guarantor and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) its Consolidated Subsidiaries. Any Indebtedness in respect of which the Administrative Agent, acting at the direction obligations of the Required Lenders, does US Guarantor and its Consolidated Subsidiaries arising out of such transactions shall constitute “Funded Debt”. This covenant is not approve intended to restrict the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to conversion of a mandatory prepayment short-term investment of the any US Loan pursuant to this clause (iii). Any Party into cash or into another investment which remains an asset of such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)US Loan Party.

Disposition of Assets. Without limiting the obligation (i) If no Event of Borrower to obtain the consent of the Administrative Agent to any saleDefault has occurred and is continuing, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of later than 365 days following any Disposition of Borrower shall exceed $1,000,000 per individual permitted under Section 7.7(g) or any other Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)not expressly permitted by Section 7.7, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to shall prepay the Loan ratably Obligations in an aggregate amount equal to 100% of the Net Available Amount Cash Proceeds of such proceeds on Disposition to the Quarterly Date immediately extent the aggregate amount of such Net Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year, and (ii) if an Event of Default has occurred and is continuing, not later than one (1) Business Day following receipt any Disposition permitted under Section 7.7(g) or any other Disposition not expressly permitted by Section 7.7, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the relevant proceeds; provided that Net Cash Proceeds of such Disposition to the extent the aggregate amount of such Net Available Amount Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year. Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be excluded from required to the prepayment requirements extent the Parent designates such Net Cash Proceeds to purchase assets (or to fund an Acquisition, the target of this clause if (Awhich has assets) Borrower submits a Reinvestment Notice to Administrative Agent and used or useful in the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction business of the Required Lenders, approves Loan Parties or a Subsidiary of a Loan Party within 365 days after the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, Cash Proceeds and such Net Available Amount Cash Proceeds are applied (or committed to be applied) to used for such acquisitionpurpose within 365 days after such designation; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the Lenders describing in reasonable detail completion of such reinvestment at the event giving rise to the obligation under this Section 2.06(b)(iii) to make time such offer (each Net Cash Proceeds are designated for reinvestment and when such offer to prepay referred to in this clause 2.06(b)(iii)reinvestment occurs, a “Disposition Proceeds Prepayment Offer”)respectively.

Disposition of Assets. Without limiting The Borrower will not, nor will the obligation Borrower permit any of its Subsidiaries to, become a party to or agree to or effect any disposition of assets, other than (a) the disposition of assets in the ordinary course of business, consistent with past practices or the transfer of assets from any Subsidiary to the Borrower; (b) the contribution by the Borrower to obtain the consent of the Administrative Agent assets to any salejoint venture to the extent such an Investment is permitted pursuant to (S)10.3(m); (c) to the extent such a transaction would be considered a disposition of assets, transfer the execution and delivery by the Borrower or any of its Subsidiaries of any ground lease on any Real Estate with any Person in an arms-length transaction for fair and reasonable value; (d) the sale or other disposition by the Borrower or any of its Subsidiaries of any Undeveloped Land to any Person other than a Subsidiary in an arms-length transaction for fair and reasonable value; (e) other dispositions of assets other than Asset Swaps to any third parties which are not Affiliates in an arms-length transaction for fair and reasonable value; (f) Asset Swaps to any unaffiliated third parties in an arms-length transaction for fair and reasonable value in an aggregate amount not to exceed $20,000,000 during the term of this Credit Agreement, provided that (i) the acquisition by the -------- Borrower or property such Subsidiary of the asset to be acquired pursuant to any Asset Swap is permitted pursuant to (hereinS)10.5.1 hereof, (ii) the Borrower or such Subsidiary has complied with all the covenants and requirements contained herein as if such acquisition was a Permitted Acquisition; (iii) such Asset Swap is also considered an "Asset Swap" pursuant to the Senior Notes Indenture; and (iv) the Leverage Ratio as at the most recent fiscal quarter end is less than 4.50:1; and (g) dispositions in connection with fuel price swaps in the ordinary course of business; provided, that, prior -------- to making any dispositions set forth in this (S)10.5.2, the “Disposition”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 such sale or disposition and no such Default or Event of Default will exist after giving effect to such sale; (ii) if the net proceeds of any such sale (or a series of related sales) exceeds, in the aggregate, $500,000, at least eighty-five percent (85%) of the purchase price for such assets is received in cash; provided, -------- however, any Asset Swap entered into by the Borrower or any Subsidiary ------- which is permitted hereunder and entered into in the ordinary course of business shall not otherwise permitted hereunderbe subject to this clause (ii); (iii) the Borrower or such Subsidiary, as applicable, has delivered any promissory note or other instrument received by the Borrower or such Subsidiary in connection with such sale or disposition to the Agent to be held in pledge for the benefit of itself and the Banks in accordance with the terms of the Loan Documents; and (iv) the net cash proceeds received from any such sales or dispositions shall be applied in the manner and at the times as are required by (S) 4.4.1. hereof. In addition, in the event that the Net Available Amount of Borrower or any Subsidiary effects the proceeds sale of any Disposition assets in excess of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan 3,000,000 pursuant to this clause (iiiS). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting (i) In the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition event of any assets Asset Disposition by any Loan Party or property any Restricted Subsidiary (hereinother than as permitted by Section 8.3 (a), the “Disposition”(b), (c), (d), (g), (i), (j) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documentsk) thereof), the Borrower shall, within five (5) Business Days 365 days following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from any Asset Disposition that are not otherwise Reinvested apply 100% of any such Net Available Proceeds towards the prepayment of the receipt Loans; (ii) in the event of the consummation of any Permitted Midstream Disposition Transaction, the Borrower shall, (x) within 18 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from any Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested up to an amount equal to 75% of such proceeds, offer Net Available Proceeds towards the prepayment of the Loans and (y) within 24 months following each date on which any Loan Party or any Restricted Subsidiary received any Net Available Proceeds from a Permitted Midstream Disposition Transaction apply such Net Available Proceeds that are not Reinvested or otherwise prepaid up to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount Proceeds towards the prepayment of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) Loans; and (Ciii) upon the occurrence of any Casualty Event with respect to any Property of Vista or any of its Restricted Subsidiaries, the Borrower shall, within one hundred eighty (180) 365 days following each date on which Vista or any of its Restricted Subsidiaries receive any Net Available Proceeds from the date of receipt any Recovery Event that are not Reinvested apply 100% of such Net Available Amount of Proceeds to the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Loans.

Disposition of Assets. Without limiting the obligation The Borrower will not, and will not cause, permit, or suffer any of Borrower to obtain the consent its Consolidated Subsidiaries to, in any single transaction or in multiple transactions within any fiscal year of the Administrative Agent Borrower, sell, transfer, assign, or otherwise dispose of assets of the Borrower and its Consolidated Subsidiaries, or enter into any Contract for any such sale, transfer, assignment, or disposition (a “Disposition”), provided, however: (a) Consolidated Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to the Borrower or another Consolidated Subsidiary; (b) the Borrower and any saleConsolidated Subsidiary of the Borrower may make any Disposition (other than a Disposition (whether in one or a series of transactions) of all or substantially all of the assets of the Borrower and its Consolidated Subsidiaries) so long as (i) no Default exists or would be caused thereby, (ii) after giving effect to such Disposition the Borrower will, on a pro forma basis, be in compliance with the financial covenants set forth in Section 8 hereof, and (c) the assets disposed of in any fiscal year in the aggregate did not generate more than 33 1/3% of the consolidated revenues of the Borrower during the immediately preceding fiscal four quarters or if such assets generated revenues during the immediately preceding fiscal four quarters that if subtracted from the consolidated revenues of the Borrower during this period would result in consolidated revenues of the Borrower of less than $1,200,000,000; and (c) the Borrower and any Consolidated Subsidiary of the Borrower may sell, transfer or assign, or dispose of 12b-1 Fees to Persons other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), than the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) its Consolidated Subsidiaries. Any Indebtedness in respect of which the Administrative Agent, acting at the direction obligations of the Required Lenders, does Borrower and its Consolidated Subsidiaries arising out of such transactions shall constitute “Funded Debt”. This covenant is not approve intended to restrict the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to conversion of a mandatory prepayment short-term investment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to Borrower into cash or into another investment which remains an asset of the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Borrower.

Disposition of Assets. Without limiting the obligation The Parent will not, and will not permit any of Borrower to obtain the consent its Restricted Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the Administrative Agent Parent held in treasury by the Parent), nor will the Parent permit any of its Restricted Subsidiaries to issue any additional Capital Stock of such Restricted Subsidiary, except: (a) (i) sales of inventory, obsolete or worn-out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer transfer, abandonment or other disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent or a Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets (including any subordinated note or property certificate issued by a Receivables Entity in exchange for, or otherwise backed by, Receivables transferred to such Receivables Entity in connection with a Qualified Receivables Transaction) or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in respect to such Qualified Receivables Transactions shall not exceed $100,000,000; (herein, the “Disposition”d) [reserved]; (e) Dispositions of assets that are not otherwise permitted hereunderby this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this Section 6.6(e) shall not exceed, in any fiscal year of the event Parent, an amount equal to 15% of the Total Consolidated Assets (determined at the time of making such Disposition with reference to the Total Consolidated Assets as of the end of the most recently completed fiscal year for which financial statements have been delivered pursuant to Section 5.1(a)); provided further that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided in this clause (i) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2022), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) any Disposition permitted by this Section 6.6(e) for a purchase price in excess of $10,000,000 shall be made for fair value and for at least 75% cash consideration; (f) [reserved]; and (g) Dispositions of assets to any joint venture of the Parent; provided that any such Disposition pursuant to this Section 6.6(g) constitutes an Investment permitted under Section 6.5. For purposes of Section 6.6(e): (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent or of any Restricted Subsidiary (in which case, the Parent or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “Net Proceeds”); provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Effective Date; (B) securities, notes or other obligations received by the Parent or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent or any Restricted Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $20,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Borrower shall, within five (5) Business Days of the receipt of Parent or such proceeds, offer Restricted Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent and its Restricted Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting (a) The Borrower shall not, and shall not permit any Subsidiary to, consummate any Asset Sale, except for the obligation Digital Hospital Transaction, the Permitted Asset Sale and Specified Sale and Leaseback Transactions, if, after giving effect thereto, the aggregate book value of Borrower to obtain all assets (including capital stock of Subsidiaries) sold, transferred or otherwise disposed of in Asset Sales (other than the consent Digital Hospital Transaction, the Permitted Asset Sale and Specified Sale and Leaseback Transactions) after the date hereof would exceed the greater of $50,000,000 and 2.5% of Consolidated Tangible Assets of the Administrative Agent to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount Borrower as of the proceeds end of any Disposition the most recent fiscal quarter for which financial statements of the Borrower shall exceed $1,000,000 per individual Disposition have been delivered after the Audit Report Date under Section 5.01(a)(ii) or $2,000,000 5.01(a)(iii). Except as provided in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility DocumentsSection 6.03(c), the Borrower shallshall not permit any Subsidiary to issue any additional Capital Stock of such Subsidiary. (b) The Borrower shall not, within five (5) Business Days and shall not permit any of the receipt Subsidiaries to, consummate any Asset Sale permitted under paragraph (a) above unless (i) the Borrower or such Subsidiary receives consideration at the time of such proceeds, offer to prepay the Loan ratably in an amount Asset Sale at least equal to 100the Fair Market Value of the assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 75% of the Net Available Amount consideration received by the Borrower or such Subsidiary therefor is in the form of such proceeds on cash paid at the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided closing thereof, provided, however, that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (iii) shall not apply (A) Borrower submits a Reinvestment Notice if, after giving effect to Administrative Agent such Asset Sale, the aggregate principal amount of all notes or similar debt obligations and the Lenders Fair Market Value of all equity securities and other non-cash consideration received by the Borrower from all Asset Sales since the Amendment Effective Date (other than (1) non-cash consideration received in Asset Sales covered by the following clause (B) and (2) such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in accordance with Section 5.29(f)(i)(C)(I2.10(c), ) would not exceed the greater of $25,000,000 and 2.5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower shall have been delivered after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) and (B) to Asset Sales for which the Administrative Agentnon-cash consideration exceeds 25%, acting at the direction Net Proceeds of which do not exceed $25,000,000 in the aggregate. The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Required LendersBorrower or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Subsidiary, approves as the proposed Reinvestment Plan case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are promptly converted, sold or exchanged by the Borrower or such Subsidiary for cash (to the extent of the cash actually so received), shall be deemed to be cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”2.10(c).

Disposition of Assets. Without limiting No Consolidated Entity will Dispose of any asset, including any Capital Stock, except: (a) Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the obligation ordinary course of Borrower business; (b) Dispositions to obtain any other Consolidated Entity; provided that the consent sum of the Administrative Agent aggregate fair market value of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (c) Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (e) Disposition of the Arkansas Facility; and (f) Dispositions of assets not otherwise permitted by this Section 6.06; provided, that the sum of the aggregate fair market value of all assets Disposed of during any fiscal year shall not exceed $1,000,000; provided that (x) all Dispositions permitted by clauses (a) through (d) of this Section 6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, transfer or other disposition Disposition permitted by clauses (b) or (d) of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, this Section 6.06 for consideration in the event that the Net Available Amount excess of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition 10,000,000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent for at least 50% cash consideration and the Lenders any non-cash consideration received in accordance connection with Section 5.29(f)(i)(C)(I)such sale, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (transfer or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay disposition shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation permitted under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”6.04(g).

Disposition of Assets. Without limiting the obligation The Parent Borrower will not, and will not permit any of Borrower to obtain the consent its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments and (ii) leases or licenses of real or personal property, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein (i) of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction, provided that each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent Agent, and (ii) in connection with a European Receivables Securitization; provided that, for purposes of this clause (c), the sum of (A) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions permitted by clause (i) plus (B) the Dollar Equivalent of the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such European Receivables Securitizations permitted by clause (ii) shall not exceed $300,000,000; (d) Dispositions of assets that are not permitted by any other paragraph of this Section; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (d) shall not exceed, (A) during the period commencing on the Sixth Amendment/Restatement Effective Date and ending on December 31, 2003, an amount equal to any sale, transfer or other disposition the sum of (x) 10% of the Total Consolidated Assets and (y) $300,000,000 of amounts carried over from the 2002 fiscal year and (B) in the case of any assets fiscal year of the Parent Borrower thereafter, 10% of the Total Consolidated Assets (provided, that (x) any such amount referred to in this clause (i) (other than clause (A)(y)), if not so utilized in the fiscal year (or property period) for which it is permitted, may be carried over for utilization in the next succeeding fiscal year and (hereiny) Dispositions made pursuant to this paragraph during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided in this clause (i) and, second, in respect of amounts carried over from the prior fiscal year (or period) pursuant to clause (x) above); and (ii) all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; and (e) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇; provided that all Dispositions permitted by this paragraph (e) shall be made for fair value and for at least 85% cash consideration. For purposes of paragraphs (d) and (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Subsidiary (in which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder), in the event provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Amendment/Restatement Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are promptly (subject to ordinary settlement periods) converted, sold or exchanged within 30 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $10,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Amendment/Restatement Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting Each Loan Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly make any Disposition, except (a) Dispositions of Inventory in the obligation ordinary course of Borrower business, (b) Dispositions, for fair value, of worn-out, surplus and obsolete equipment not necessary or useful to obtain the consent conduct of business, (c) Dispositions of Equity Interests permitted by Section 7.6, (d) Dispositions of Property to any Loan Party or any Subsidiary, provided that any such Disposition involving a Subsidiary that is not a Loan Party shall be made in compliance with Sections 7.5 or 7.6, (e) the unwinding of any Hedge Agreement, (f) Dispositions of Generator Packages or Generator Units not to exceed $8,000,000 in the aggregate in any fiscal year; provided that (i) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to such Disposition, (ii) Borrowers shall concurrently with such Disposition deliver a pro forma Borrowing Base Report to Administrative Agent giving effect to such Disposition (with such Disposition, for the avoidance of doubt, calculated based on the Net Orderly Liquidation Value of such Generator Packages and/or Generator Units at such time) and the Borrowing Base shall be adjusted immediately upon receipt of such Borrowing Base Report to reflect such Disposition, (iii) after giving effect to such Disposition, including the reduction of the Administrative Agent Borrowing Base in accordance with the foregoing clause (ii), Availability shall be equal to or greater than $0 or the Borrowers shall make any mandatory prepayment pursuant to Section 2.9(c)(i) concurrently with such Disposition, and (iv) such Disposition shall be made for fair value and for at least 80% cash consideration or (g) other Dispositions (other than with respect to any sale, transfer Accounts or other disposition of Property included in the Borrowing Base at any assets or property (herein, the “Disposition”time) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall to exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)any fiscal year.

Disposition of Assets. Without limiting The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of its Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property and (iii) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to obtain a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein of the consent type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction; provided that (i) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably, and (ii) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions shall not exceed $300,000,000; (d) sales of Receivables and related assets or an interest therein in connection with European Securitizations; provided that the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such European Securitizations shall not exceed $300,000,000; (e) Dispositions of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not exceed in any fiscal year of the Parent Borrower 15% of the Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2013), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) all Dispositions permitted by this paragraph (e) shall be made for fair value and for at least 75% cash consideration; (f) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇, the Discontinued Businesses and/or the Thermal Business; and (g) Dispositions of assets to any sale, transfer joint venture of the Parent Borrower; provided that any such Disposition pursuant to this clause (g) constitutes an Investment permitted under Section 6.5; For purposes of paragraph (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or other disposition preferred stock) of the Parent Borrower or of any assets or property Subsidiary (hereinin which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder, in the event ; provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $20,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting the obligation The Parent Borrower will not, and will not permit any of Borrower to obtain the consent its Restricted Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the Administrative Agent Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of its Restricted Subsidiaries to issue any additional Capital Stock of such Restricted Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer transfer, abandonment or other disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or property an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in respect to such Qualified Receivables Transactions shall not exceed $300,000,000; (hereind) [Reserved]; (e) Dispositions of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the “Disposition”basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not otherwise permitted hereunderexceed, in the event that the Net Available Amount any fiscal year of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Parent Borrower, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 10015% of the Net Available Amount Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2015), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such proceeds on the Quarterly Date immediately following receipt subsequent fiscal year and (ii) any Disposition permitted by Borrower this paragraph (e) for a purchase price in excess of $5,000,000 shall be made for fair value and for at least 75% cash consideration; (f) [Reserved]; and (g) Dispositions of assets to any joint venture of the relevant proceedsParent Borrower; provided that any such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation g) constitutes an Investment permitted under Section 6.5; For purposes of paragraph (e) of this Section 2.06(b)(iii6.6, (i) the following will be deemed to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).be cash:

Disposition of Assets. Without limiting the obligation No Loan Party shall, nor shall it permit any of Borrower to obtain the consent its Subsidiaries to, make a Disposition other than: (a) Disposition by any Superior Entity (other than a Loan Party) of the Administrative Agent any of its Properties to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsParty; provided that such Net Available Amount that, at the reasonable request of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at in its Permitted Discretion, the direction receiving Loan Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (b) Disposition by any Loan Party of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date any of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed its Properties to be applied) to such acquisitionany other Loan Party; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or any Disposition by a Loan Party must be made in the ordinary course of business and (ii) in respect at the reasonable request of which the Administrative Agent, acting in its Permitted Discretion, the receiving Loan Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Disposition by any Superior Entity that is not a Loan Party of any of its Properties to any Domestic Subsidiary that is not a Loan Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.12, then at the direction reasonable request of the Required LendersAdministrative Agent, the receiving Superior Entity shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (d) sale of Inventory in the ordinary course of business and Disposition of cash or Liquid Investments in the ordinary course of business; (e) Disposition of worn out, obsolete or surplus Property in the ordinary course of business and the abandonment or other Disposition of patents, trademarks and copyrights that, in the reasonable judgment of Parent and its Subsidiaries, should be replaced or are no longer economically practicable to maintain or useful in the conduct of the business of Parent and its Subsidiaries taken as a whole; (f) mergers, amalgamations and consolidations in compliance with Section 6.7(a); (g) to the extent constituting a Disposition, Cash Repatriation Transactions to the extent such Cash Repatriation Transactions are entered into in the ordinary course of business; (h) assignments and licenses of patents, trademarks or copyrights of any Superior Entity in the ordinary course of business; (i) Disposition of any assets required under Legal Requirements; (j) Dispositions of Equipment by any Loan Party in the ordinary course of business the proceeds of which are reinvested in the acquisition of Equipment of comparable value and type within ninety (90) days and on which the Administrative Agent has an Acceptable Security Interest; (k) Dispositions of Equipment by any Foreign Subsidiary in the ordinary course of business; (l) Dispositions of Equity Interests in a joint venture; (m) leases of real or personal property in the ordinary course of business; (n) Dispositions of Property permitted by Section 6.15; (o) Disposition of Properties not otherwise permitted under the preceding clauses of this Section 6.8 so long as immediately prior to, and after giving effect to, any such Disposition, no Default would exist; provided that, such Disposition, taken together with all such other Dispositions completed since the Closing Date, does not approve exceed ten percent (10%) of the acquisition(s) described Tangible Net Assets in the proposed Reinvestment Notice submitted by Borrower aggregate and calculated at the time of such subject Disposition; provided, that, at least seventy-five percent (75%) of the consideration for each Disposition effected pursuant to this Section 6.8(o) shall bebe cash or Liquid Investments; and (p) Disposition of Properties, together with all other Properties subject to a Disposition effected pursuant to this Section 6.8(p), with a fair market value not to exceed $25.0 million per calendar year; provided that (i) Liquidity is at least $100.0 million and (ii) Availability is at least $25.0 million, in each case, applied both immediately prior to, and immediately after, giving effect to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Disposition.

Disposition of Assets. Without limiting the obligation The Borrower shall not, nor shall it suffer or permit any of Borrower to obtain the consent of the Administrative Agent to any saleits Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or other disposition otherwise dispose of (whether in one or a series of transactions) any assets or property (hereinincluding accounts and notes receivable, with or without recourse) to any other Person (including without limitation the “Disposition”Borrower or any of its Subsidiaries) not otherwise permitted hereunderor enter into any agreement to do any of the foregoing, except for the following ("Permitted Dispositions"): (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the event ordinary course of business; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the Net Available Amount purchase price of similar replacement equipment, or the proceeds of any Disposition such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of Foreign Permitted Receivables pursuant to Permitted Foreign Receivables Purchase Facilities; (d) the contribution of property to a Joint Venture as part of the purchase thereof to the extent permitted under SECTION 5.8(v); and (e) divestiture of a business unit by the Borrower (a "Divestiture") so long as (i) no event of Default is in existence at the time of the Divestiture or would be caused thereby; PROVIDED THAT for purposes of determining compliance with the financial covenants contained in Section 5 of this Agreement, the calculation of EBITDA shall exceed $1,000,000 per individual Disposition or $2,000,000 exclude the EBIT of the business unit being divested and (ii) the Borrower has provided to the Lender consolidated PRO FORMA financial statements, in form and substance satisfactory to the Lender in its sole discretion, for the twelve (12) month period commencing with the date of the Divestiture, which demonstrate in the aggregate per annum opinion of the Lender in the aggregate per annum for all its sole discretion that, after giving effect to such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Divestiture, the Borrower shall, within five (5) Business Days of will continue to be in compliance with the receipt of such proceeds, offer to prepay covenants set forth in the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Documents.

Disposition of Assets. Without limiting No Credit Party will, nor will it permit any of its Subsidiaries to, make any Asset Disposition (including, without limitation, any sale and leaseback transaction) unless (a) the obligation consideration received in connection therewith shall be cash and/or Cash Equivalents, (b) if such transaction is a sale and leaseback transaction, such transaction is permitted by the terms of Borrower to obtain Section 8.6, (c) such transaction does not involve the consent of the Administrative Agent to any sale, transfer sale or other disposition of a minority equity interest in any Credit Party, (d) with respect to the sale or other disposition of all or a portion of the Detroit Paper Mill or any assets or property (hereincomprising the Detroit Paper Mill, the “Disposition”Net Cash Proceeds therefrom in excess of $1,500,000 are used to prepay the Loans (and Cash Collateralize L/C Obligations) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documentsterms of Section 2.4(b)(iii)(A), (e) the Borrower shall, within five aggregate net book value of all Asset Dispositions (5) Business Days other than the sale or other disposition of all or a portion of the receipt Detroit Paper Mill or any assets comprising the Detroit Paper Mill) by the Credit Parties in all such transactions after the Closing Date shall not exceed $5,000,000, (f) no later than thirty (30) days after any Asset Disposition where the expected Net Cash Proceeds to be received in connection therewith is in excess of such proceeds$1,000,000, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the date of such Asset Disposition, briefly describing the assets sold or otherwise disposed of and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in accordance connection with Section 5.29(f)(i)(C)(I)such Asset Disposition, and (Bg) the Administrative AgentCredit Parties shall, acting at within the direction period of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from following the date of receipt consummation of such Net Available Amount of the Asset Disposition (with respect to any such Asset Disposition, such Net Available Amount are applied the "Application Period"), apply (or committed cause to be applied) an amount equal to such acquisition; provided further, that the amount Net Cash Proceeds of such Net Available Amount Asset Disposition to (i) not so used or committed after one hundred eighty (180) days make Eligible Reinvestments or (ii) prepay the Loans (and Cash Collateralize L/C Obligations) in respect accordance with the terms of which Section 2.4(b)(iii)(A). Pending final application of the Net Cash Proceeds of any Asset Disposition, the Credit Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of Property permitted by this Section 8.5, the Administrative Agent shall promptly deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation and shall take such other action as is reasonably necessary to evidence the release of the Administrative Agent's security interest in such Property, acting at the direction including, without limitation, any mortgage release, leasehold mortgage release or amendments or terminations of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).UCC financing

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent None of the Administrative Agent U.S. Borrower and the Canadian Borrower will, and will not permit any of its Subsidiaries to, Dispose of any of such Borrower's or such Subsidiaries' assets (including accounts receivable and Equity Interests of Subsidiaries) to any sale, transfer Person in one transaction or other disposition series of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount transactions unless such Disposition is one of the proceeds of any following: (i) an Excluded Disposition; (ii) an Other Permitted Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits for fair market value (as reasonably determined by the board of directors of the U.S. Borrower) and, except for any Other Permitted Disposition of the type described in clause (a) of the definition thereof, the consideration received consists of no less than 75% in cash and (B) the Net Proceeds of which are applied as set forth in Section 2.8(a)(ii); or (iii) a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)Disposition (A) for fair market value, (B) the Administrative AgentNet Proceeds received from such Disposition, acting at together with the direction Net Proceeds of all other assets Disposed of pursuant to this clause since the Required LendersClosing Date, approves does not exceed (individually or in the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Aaggregate) $150,000,000 (excluding any Dispositions of property that such Borrower or such Subsidiary acquired pursuant to a Permitted Acquisition so long as such Disposition was consummated within 180 days of such Permitted Acquisition or for which a definitive contract has been entered into for the Disposition of such property within 180 day of such Permitted Acquisition) and (C) within one hundred eighty the Net Proceeds of which are applied as set forth in Section 2.8(a)(ii). For purposes of this Section 7.4, any Indebtedness or other liabilities (180other than Contingent Liabilities and trade payables) days from associated with the date of receipt assets subject to a Disposition that are irrevocably assumed by the transferee of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay assets shall be made pursuant deemed to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)constitute cash.

Disposition of Assets. Without limiting The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments and (ii) leases or licenses of real or personal property, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to obtain a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein of the consent type specified in the definition of "Qualified Receivables Transaction" pursuant to a Qualified Receivables Transaction, provided that (i) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably, and (ii) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions shall not exceed $300,000,000; (d) Dispositions of assets that are not permitted by any other paragraph of this Section; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (d) shall not exceed, (A) during the period commencing on the Effective Date and ending on December 31, 2005, $300,000,000 and (B) in the case of any fiscal year of the Parent Borrower thereafter, 10% of the Total Consolidated Assets (provided, that (x) any such amount referred to in this clause (B), if not so utilized in the fiscal year for which it is permitted, may be carried over for utilization in the next succeeding fiscal year and (y) Dispositions made pursuant to this clause (B) during any salefiscal year shall be deemed made, transfer first, in respect of amounts permitted for such fiscal year as provided in this clause (B) and, second, in respect of amounts carried over from the prior fiscal year pursuant to clause (x) above); and (ii) all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; (e) Dispositions by the Parent Borrower of all or other disposition any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇; and (f) Dispositions consummated on or before December 31, 2006 by the Parent Borrower or a Subsidiary of any assets or property (herein, that the “Disposition”) not otherwise permitted hereunderParent Borrower, in a public filing made with the event Securities Exchange Commission prior to the Effective Date, disclosed as the subject of a proposed sale; provided that the Net Available Amount of the proceeds of any Disposition of Borrower (i) all Dispositions permitted by this paragraph (f) shall exceed $1,000,000 per individual Disposition or $2,000,000 in be made for fair value and for at least 75% cash consideration and (ii) the aggregate per annum in the aggregate per annum consideration for all such Dispositions permitted by this paragraph (unless deposited into f) shall not exceed $150,000,000. For purposes of paragraphs (d) and (f) of this Section 6.6, (i) the Collection Account for application following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Subsidiary (in which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the Permitted Working Capital Facility Documentsdefinition of "Net Proceeds"), provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate from and after the Effective Date; (B) securities, notes or other obligations received by the Parent Borrower shallor any Subsidiary from the transferee that are converted, sold or exchanged within five 30 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (5) Business Days to the extent of the receipt cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate principal amount not to exceed $10,000,000; and (ii) in the case of a Disposition consisting of an Asset Swap, the Parent Borrower or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting None of the obligation Borrowers will, nor will permit any of its Subsidiaries to, become a party to or agree to or effect any disposition of assets (excluding any disposition included in the definition of “Casualty Event”), other than (i) the sale of inventory or licensing of intellectual property in the ordinary course of business and the disposition of obsolete assets, (ii) the disposition of property as part of a sale and leaseback transaction permitted under § 10.6 consistent with past practices, and (iii) assignments, dispositions or transfers by a Subsidiary to the Domestic Borrower or a U.S. Subsidiary or by the Canadian Borrower or a Canadian Subsidiary to obtain another Canadian Subsidiary, of any rights, property, Indebtedness, business or other asset of the consent Borrower (whether tangible or intangible and including, without limitation, membership interests and goodwill), together with any liability associated therewith; provided that the Borrowers (A) provide at least thirty (30) days prior written notice to the Administrative Agent (or such lesser period as may be consented to by the Administrative Agent) and (B) with respect to any Equity Interests required to be pledged to the Collateral Agent on behalf of the Lenders in accordance with § 7 hereto, execute and deliver Security Documents and such further instruments, if and to the extent requested by the Administrative Agent or the Collateral Agent, in form and substance satisfactory to the Administrative Agent, and do, or cause to be done, such further acts as may be necessary or proper in the opinion of the Administrative Agent or the Collateral Agent to evidence, continue, preserve and perfect the security for the Obligations provided by the Borrowers or the Guarantors, as applicable. Nothing in this § 10.5.2 is intended to prohibit any sale, transfer Borrower or other disposition any of the their Subsidiaries from conditionally agreeing to dispose of any assets subject to the prior approval of the Lenders required by § 17.14 if (x) such Borrower or property (herein, the “Disposition”) Subsidiary will not otherwise permitted hereunder, be subject to any penalties in connection with such agreement in the event that the Net Available Amount Lenders required by § 17.14 do not consent to such disposition or (y) such disposition is contingent upon the prior or simultaneous repayment of all of the proceeds Obligations hereunder. The Collateral Agent may release any Collateral disposed of by the Borrower or any Subsidiary of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 if such disposition is in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application compliance with this § 10.5.2 and otherwise in accordance with the Permitted Working Capital Facility Documentsterms hereof. (b) Asset Sales resulting in Net Cash Sale Proceeds that do not exceed either (i) $7,500,000 for any one transaction, or (ii) $15,000,000 in the aggregate from the Closing Date up to and including the Maturity Date, so long as the applicable Borrower or Subsidiary shall have reinvested such Net Cash Sale Proceeds within 270 days after receipt thereof (the “Reinvestment Period”), or shall have used such proceeds to repay or prepay the Borrower shallObligations pursuant to §§ 2.6.2 and 2.6.3 or § 4.1; provided that, if within five (5) Business Days of the such 270-day period after receipt of such proceedsproceeds by the Borrowers, offer the Borrowers enter into an agreement pursuant to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of which such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition reinvestment shall be excluded from the prepayment requirements made, a copy of this clause if (A) Borrower submits a Reinvestment Notice which shall be provided to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at then the direction of Borrowers shall not be required to prepay the Required LendersRevolving Credit Loans pursuant to § 4.1 but shall in any event comply with § 4.3; provided, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that if the amount applicable Borrower or Subsidiary shall make a cash expenditure for the purpose of such purchasing or leasing any asset during the ninety (90) day period immediately preceding the date that Net Available Amount (i) not so used Cash Sale Proceeds are received by the applicable Borrower or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative AgentSubsidiary, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay then any Net Cash Sale Proceeds shall be made pursuant deemed to a written notice sent to have been reinvested during the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under Reinvestment Period for purposes of this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Credit Agreement.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Obligors will not, and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) not otherwise permitted hereunderany of its properties or assets unless, in after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all assets subject to such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from sold for consideration not less than the prepayment requirements fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on January 1, 2012 through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any Subsidiary shall, for purposes of this clause if Section, be valued at an amount that bears the same proportion to the total assets of such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.9: (Aa) Borrower submits any Disposition pursuant to a Reinvestment Notice to Administrative Agent and the Lenders transaction consummated in accordance with Section 5.29(f)(i)(C)(I)10.2; (b) any Disposition of inventory, equipment, fixtures, supplies or materials made in the ordinary course of business at fair value; (c) any Disposition by the Guarantor or a Subsidiary Guarantor to the Obligors or a Subsidiary Guarantor, or by any other Subsidiary to the Obligors or another Subsidiary; (d) dispositions of shares in a Subsidiary, including a Wholly-Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the Administrative Agentredemption or repayment by the Company or such Subsidiary, acting at as the direction case may be, of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Notes pursuant to an offer to make a prepayment or redemption of Indebtedness pursuant to Section 5.29(f)(ii)(A8.4(a) and of any Indebtedness ranking pari passu with the Notes (C) within one hundred eighty (180) days other than any such Indebtedness owing to the Company or any of its Subsidiaries or Affiliates and any such Indebtedness in respect of any revolving credit or similar facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the date of receipt extent that in connection with repayment of such Net Available Amount Indebtedness the availability of the Disposition, credit under such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that credit facility is permanently reduced by an amount no less than the amount of such Net Available Amount repayment). (iTo the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4(a), the aggregate amount specified in such offers (without duplication) not so used shall be applied by the Company or committed after one hundred eighty (180) days such Subsidiary to the redemption or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of other such Indebtedness ranking pari passu with the Loan pursuant to this clause (iiiNotes, if any, within such 365 day period.). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting The Borrowers shall not, and shall not suffer or permit the obligation other Obligors to, Dispose of Borrower any of their respective assets other than Dispositions of: (i) inventory disposed of in the ordinary course of business (including pursuant to obtain the consent Sandbox Gold Purchase Agreement, the Prepaid Metals Agreements, the Existing Stream Agreements, Offtake Agreements and any carbon fines sales agreements); (ii) worn out, unserviceable or obsolete equipment; (iii) property and assets of an Obligor to another Obligor, provided that if the disposing Obligor has granted a Lien in favour of the Administrative Agent to any sale, transfer or other disposition of any assets over the asset or property (hereinsubject to such disposal, the “Disposition”) not otherwise permitted hereunder, equivalent security over such asset or property shall be granted in the event that the Net Available Amount favour of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in Administrative Agent by the aggregate per annum in the aggregate per annum for all acquiring Obligor substantially concurrently with such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt Obligor's acquisition of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (asset or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall beproperty, in each case, applied on terms and conditions satisfactory to the Administrative Agent; (iv) any Immaterial Subsidiary or any of their assets or property; (v) all Shares or other securities from time to time held by the Obligors in an entity whose Shares are traded on a mandatory prepayment recognized stock exchange, (vi) other assets of the Loan pursuant Obligors the aggregate Net Disposition Proceeds of which from and including the 2022 Restatement Date do not exceed $100,000,000; each a "Permitted Disposition" and, in the case of (vi), provided that a Disposition will be deemed not to this clause be a Permitted Disposition if a Default or Event of Default has occurred and is continuing at the time of such Disposition or would arise immediately after such Disposition as a result thereof. For the avoidance of doubt, a Restricted Forward Sale Transaction and any metals prepayment transaction (iii)other than the Sandbox Gold Purchase Agreement and the Prepaid Metals Transactions) shall not constitute a commodity sale transaction in the ordinary course of business for the purposes hereof. Any such offer to prepay Notwithstanding any other provision hereof, the Borrowers shall be made not suffer or permit the Disposition of the Greenstone Project Partnership Securities, or all or substantially all of the Greenstone Project, other than pursuant to a written notice sent to the Administrative Agent and the Lenders describing Permitted Disposition referenced in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iiisub-paragraph (iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)above.

Disposition of Assets. Without limiting The Parent Guarantors and the obligation Borrower --------------------- will not, and will not suffer or permit any of their respective Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) any Nexstar Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of the Borrower or the Borrower after prior written notice to obtain the consent of the Administrative Agent describing the Disposition and compliance by the transferee with the applicable terms of the Security Documents; (b) so long as no Default or Event of Default exists both before and after giving effect thereto, the Borrower or any Subsidiary of the Borrower may agree to any sale, transfer and make Dispositions of Stations or other disposition the Capital Stock of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount Subsidiary of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in so long as (i) the aggregate per annum in the aggregate per annum amount received for all such Dispositions does not exceed $20,000,000 in any Fiscal Year or $40,000,000 in the aggregate occurring on or after the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated, and (unless deposited into ii) at least 10 Business Days prior to the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)consummation of any proposed Disposition, the Borrower shall, within five (5) Business Days of shall have delivered to the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if Administrative Agent (A) a certificate signed by a Responsible Officer of the Borrower, which certificate shall contain (x) financial projections of the Borrower submits and its Subsidiaries attached to such certificate which have been prepared on a Reinvestment Notice Pro Forma Basis (giving effect to the 100 consummation of such Disposition) for the period from the proposed date of the consummation of any proposed Disposition to the Stated Maturity Date of the latest to mature of the Term Loans demonstrating compliance for such period with the covenants set forth in Section 8.09, (y) a certification to the ------------ Administrative Agent and the Lenders Banks that all representations and warranties set forth in accordance with Section 5.29(f)(i)(C)(I), this Agreement and the other Loan Documents are true and correct as of such date and will be true and correct both before and after giving effect to such Disposition and (z) a certification that no Default or Event of Default exists both before and after giving effect to such Disposition and (B) the Administrative Agent, acting at the direction a Pro Forma Compliance Certificate of the Required Lenders, approves Borrower for the proposed Reinvestment Plan in accordance with then applicable Measurement Period giving effect to the consummation of such Disposition; (c) Dispositions permitted by Section 5.29(f)(ii)(A8.04(c) and (Cd); --------------- --- (d) within one hundred eighty (180) days from the date Dispositions of receipt of such Net Available Amount of the Dispositioncash or Cash Equivalents, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation unless otherwise prohibited under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).Agreement or the other Loan Documents;

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any saleSell, lease, license, transfer or otherwise dispose of any asset (which shall include, but not be limited to, for the purposes of this Agreement, any Capital Securities or other ownership interests) or any interest therein, except that this Section 4.11 shall not apply to (a) any disposition of any assets asset or property (herein, the “Disposition”) not otherwise permitted hereunder, any interest therein in the event ordinary course of business, (b) any disposition of any obsolete or retired property not used or useful in its business, (c) any disposition of any asset or any interest therein to the Borrower or a Restricted Subsidiary that the Net Available Amount is a Guarantor (d) any transaction to which any of the proceeds other provisions of this Agreement (other than Section 4.15) is by its express terms inapplicable, and (e) any Disposition of Borrower other disposition, so long as no Default shall exceed $1,000,000 per individual Disposition have occurred and be continuing immediately prior or $2,000,000 in the aggregate per annum in the aggregate per annum after giving effect to such disposition and (i) such disposition is a sale to any Person for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably cash in an amount equal to 100% not less than the fair market value of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower assets sold net of the relevant proceeds; provided that such Net Available Amount liabilities assumed, as determined in the good faith judgment of the Disposition shall be excluded from Board of Directors of the prepayment requirements of this clause if Borrower or the applicable Restricted Subsidiary, and (A) the Cash Flow Percentage attributable to such assets (including the portion of assets exchanged, as provided in clause (ii) below, to which the cash component, if any, of any such exchange is attributable), together with the Cash Flow Percentage of all other assets sold by the Borrower submits and its Restricted Subsidiaries pursuant to this clause (i), or exchanged by the Borrower and its Restricted Subsidiaries pursuant to clause (ii) below, within the prior four fiscal quarters of the Borrower, does not exceed 15% and (B) the Cash Flow Percentage attributable to such assets, together with the Cash Flow Percentage (determined, with respect to prior sales at the time of each such sale) of all assets sold by the Borrower and its Restricted Subsidiaries pursuant to this clause (i), and exchanged by the Borrower and its Restricted Subsidiaries pursuant to clause (ii) below, since the Restated Agreement Date does not exceed 30%, and (C) the Borrower shall have furnished to the Banks, not later than the fifth Business Day preceding the date of any such disposition wherein the sale price or the fair market value of the assets of the applicable Restricted Subsidiary is greater than $5,000,000, a Reinvestment Notice certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to Administrative Agent such disposition, and (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition, or (ii) such disposition is an exchange, with any Person, of assets exchanged by the Lenders Borrower or applicable Restricted Subsidiary comprising one or more newspaper publishing properties or the stock of a Person owning such property or properties for assets comprising one or more other newspaper publishing properties of a similar nature and of equal or greater value, as determined in accordance the good faith judgment of the Board of Directors of the Borrower or the applicable Restricted Subsidiary, and (A) the Cash Flow Percentage attributable to such assets exchanged by the Borrower or applicable Restricted Subsidiary, together with Section 5.29(f)(i)(C)(Ithe Cash Flow Percentage attributable to all other assets exchanged by the Borrower and its Restricted Subsidiaries pursuant to this clause (ii), or sold by the Borrower and its Restricted Subsidiaries pursuant to clause (i) above, within the prior four fiscal quarters of the Borrower, does not exceed 15%, (B) the Administrative AgentCash Flow Percentage attributable to such assets, acting together with the Cash Flow Percentage (determined, with respect to prior exchanges, at the direction time of each such exchange) attributable to all other assets exchanged by the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) Borrower and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan its Restricted Subsidiaries pursuant to this clause (iiiii). Any such offer to prepay shall be made , and exchanged by the Borrower and its Subsidiaries pursuant to a written notice sent clause (i) above, since the Restated Agreement Date, does not exceed 30%, and (C) the Borrower shall have furnished to the Administrative Agent and Banks, not later than the Lenders describing fifth Business Day preceding the date of any such exchange wherein the fair market value of the assets received in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii)exchange is greater than $5,000,000, a “Disposition Proceeds Prepayment Offer”)certificate of the president or chief financial officer of the Borrower stating that (1) each Loan Document Representation and Warranty is true and correct in all material respects both immediately before and after giving effect to such disposition, (2) no Default shall have occurred and be continuing both immediately before and after giving effect to such disposition, and no Default shall have occurred and be continuing, including under Sections 4.22 through 4.26, after giving pro forma effect to such disposition and (3) the value of the assets received by the Borrower or applicable Restricted Subsidiary in such exchange is not less than the fair market value of the assets disposed by the Borrower or such Restricted Subsidiary in such exchange.

Disposition of Assets. Without limiting the obligation (i) If no Event of Borrower to obtain the consent of the Administrative Agent to any saleDefault has occurred and is continuing, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of later than 365 days following any Disposition of Borrower shall exceed $1,000,000 per individual permitted under Section 7.7(g) or any other Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)not expressly permitted by Section 7.7, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to shall prepay the Loan ratably Obligations in an aggregate amount equal to 100% of the Net Available Amount Cash Proceeds of such proceeds on Disposition to the Quarterly Date immediately extent the aggregate amount of such Net Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year, and (ii) if an Event of Default has occurred and is continuing, not later than one (1) Business Day following receipt any Disposition permitted under Section 7.7(g) or any other Disposition not expressly permitted by Section 7.7, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the relevant proceeds; provided that Net Cash Proceeds of such Disposition to the extent the aggregate amount of such Net Available Amount Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year. Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be excluded from required to the prepayment requirements extent the Parent designates such Net Cash Proceeds to purchase assets (or to fund an Acquisition, the target of this clause if (Awhich has assets) Borrower submits a Reinvestment Notice to Administrative Agent and used or useful in the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction business of the Required Lenders, approves Loan ​ Parties or a Subsidiary of a Loan Party within 365 days after the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, Cash Proceeds and such Net Available Amount Cash Proceeds are applied (or committed to be applied) to used for such acquisitionpurpose within 365 days after such designation; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the Lenders describing in reasonable detail completion of such reinvestment at the event giving rise to the obligation under this Section 2.06(b)(iii) to make time such offer (each Net Cash Proceeds are designated for reinvestment and when such offer to prepay referred to in this clause 2.06(b)(iii)reinvestment occurs, a “Disposition Proceeds Prepayment Offer”)respectively.

Disposition of Assets. Without limiting Upon the obligation of sale by any Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition Entity of any assets no longer used or property useful in the operation of the Project, the Facility or any Covered Spoke in a single transaction or a series of related transactions, to the extent that such amount exceeds [xxx] during any Fiscal Year of the Borrower (hereinthe amount of such excess, the “DispositionDisposal Excess Amount”), the Borrower shall deliver to DOE within five Business Days a Prepayment Election Notice specifying that it elects to apply the Disposal Excess Amount to prepay the principal amount and, if applicable, capitalized interest of one or more Advances and pay all accrued interest (other than capitalized interest) not otherwise permitted hereunderand other amounts due and payable in connection with such prepayment, and shall make such prepayment on the date specified in such Prepayment Election Notice, which shall be no later than five Business Days following delivery of such Prepayment Election Notice or if so elected under Section 3.06(f) (Delayed Mandatory Prepayment Election), the event date determined in accordance therewith; provided, that the Borrower shall not be required to use for prepayment under this paragraph such portion of the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided sale that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) the Borrower submits and DOE reasonably determine shall be applied (or reasonably expected to be applied) in the then next twelve months, to pay Project Costs, Covered Spoke Costs or Operating Costs or for the acquisition of replacement assets including, without limitation, (x) the acquisition and costs necessary for the replacement or addition of a Reinvestment Notice to Administrative Agent Covered Spoke and (y) the Lenders in accordance with Section 5.29(f)(i)(C)(I), acquisition of Black Mass capable of being processed by the Facility or (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are Borrower determines shall be applied (or committed reasonably expected to be applied) to such acquisition; provided further, that no later than the amount earlier of (x) twelve months after the Borrower Entity receives the proceeds of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days Disposition or (iiy) in respect 14 months after such Disposition, to pay for the acquisition of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall bereplacement Shredders, in each case, to the extent permitted under Section 9.03(b)(iii) (Merger; Disposition; Transfer or Abandonment), and such amounts are so applied within the twelve months following the receipt thereof. If any portion of the Disposal Excess Amounts that is not applied to a mandatory prepayment prepay the principal amount of one or more Advances or interest or other amounts thereon, pursuant to the proviso of the Loan pursuant preceding sentence, are not used within twelve months after receipt thereof, then the Borrower shall deliver a Prepayment Election Notice electing to this clause (iii). Any apply such offer unused portion of the Disposal Excess Amount to prepay shall be made pursuant to a written notice sent to the Administrative Agent Advances and, if applicable, capitalized interest thereon and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment in accordance with this paragraph as if it were received on the Lenders describing in reasonable detail the event giving rise to the obligation last day of such twelve month period or if so elected under this Section 2.06(b)(iii3.06(f) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iiiDelayed Mandatory Prepayment Election), a “Disposition Proceeds Prepayment Offer”)the date determined in accordance therewith.

Disposition of Assets. Without limiting The Parent will not, and will not permit any of its Restricted Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent held in treasury by the Parent), nor will the Parent permit any of Borrower its Restricted Subsidiaries to obtain issue any additional Capital Stock of such Restricted Subsidiary, except: (a) (i) sales or other Dispositions of inventory, obsolete or worn-out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer, abandonment or other Disposition of intellectual property no longer used or useful in the consent conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent or a Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets (including any subordinated note or certificate issued by a Receivables Entity in exchange for, or otherwise backed by, Receivables transferred to such Receivables Entity in connection with a Qualified Receivables Transaction) or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in respect to any sale, transfer such Qualified Receivables Transactions shall not exceed $200,000,000; (d) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or other disposition compromise thereof and not part of any an accounts receivable financing transaction; (e) Dispositions of assets or property (herein, the “Disposition”) that are not otherwise permitted hereunderby this Section 6.6; provided that: (i) the aggregate gross proceeds (including any non-cash proceeds or Designated Non-Cash Consideration, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds or Designated Non-Cash Consideration) of all assets Disposed of in reliance upon this Section 6.6(e) shall not exceed, in any fiscal year of the event Parent, an amount equal to 15% of Total Consolidated Assets (determined at the time of making such Disposition with reference to Total Consolidated Assets as of the end of the most recently completed fiscal year for which financial statements have been delivered pursuant to Section 5.1(a)); provided, further that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided in this clause (i) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2025), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year; and (ii) any Disposition permitted by this Section 6.6(e) for a purchase price in excess of the greater of (A) $33,000,000, and (B) an amount equal to one percent (1%) of Total Consolidated Assets shall be made for fair value and for at least 75% cash consideration and/or Designated Non-Cash Consideration; provided, further that the Net Available Amount aggregate amount of all such Designated Non-Cash Consideration existing at any time shall not exceed the greater of (x) $165,000,000, and (y) an amount equal to five percent (5%) of Total Consolidated Assets; (i) the pledge or other Disposition of Capital Stock of Unrestricted Subsidiaries and (ii) to the extent constituting a Disposition, (A) any Investment permitted pursuant to Section 6.5, (B) the granting, creation or existence of any Lien permitted pursuant to Section 6.3 (but not, for the avoidance of doubt, the sale or other Disposition of property or assets subject to such Lien), and (C) any Restricted Payment permitted pursuant to Section 6.8; and (g) Dispositions of assets to any joint venture of the proceeds Parent; provided that any such Disposition pursuant to this Section 6.6(g) constitutes an Investment permitted under Section 6.5. For purposes of Section 6.6(e): (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent or of any Disposition Restricted Subsidiary (in which case, the Parent or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of Borrower the definition of “Net Proceeds”); provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Third Amendment Effective Date; (B) securities, notes or other obligations received by the Parent or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent or any Restricted Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $20,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Borrower shall, within five (5) Business Days of the receipt of Parent or such proceeds, offer Restricted Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent and its Restricted Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date Third Amendment Effective Date shall not exceed an amount equal to 15% of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent shall not, and shall not permit any of the Administrative Agent Restricted Subsidiaries to, consummate any Asset Sale unless (a) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to any salethe Fair Market Value of the assets the subject of such Asset Sale, transfer (b) immediately before and immediately after giving effect to such Asset Sale (x) no Default or other disposition Event of any assets Default shall have occurred and be continuing and (y) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.01, (c) at least 75% of the consideration received by the Borrower or property (herein, the “Disposition”) not otherwise permitted hereunder, such Restricted Subsidiary therefor is in the event that form of cash or cash equivalents paid at the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions closing thereof and (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5d) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% all Net Cash Proceeds of such Asset Sale is applied to payment of the Net Available Amount Obligations as set forth in and to the extent required by Section 2.10(c). The amount (without duplication) of (x) any Indebtedness (other than Subordinated Indebtedness) and other liabilities of the Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such proceeds on Indebtedness or liability, (y) any notes, securities or similar obligations or items of property received from such transferee that are converted into, sold or exchanged by the Quarterly Date immediately following Borrower or such Restricted Subsidiary within 180 days of receipt by Borrower for cash (to the extent of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(Icash actually so received), and (Bz) the Administrative Agentany Designated Noncash Consideration having an aggregate Fair Market Value that, acting when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date time of receipt of such Net Available Amount Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the Dispositiontime received and without giving effect to subsequent changes in value) $30,000,000, such Net Available Amount are applied (or committed shall be deemed to be applied) to cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such acquisition; provided furtherRestricted Subsidiary, that as the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall case may be, in each caseconnection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied to a mandatory prepayment payment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent Obligations as set forth in and to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this extent required by Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”2.10(c).

Disposition of Assets. Without limiting No Consolidated Entity will Dispose of any asset, including any Capital Stock, except: (a) Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the obligation ordinary course of Borrower business; (b) Dispositions to obtain any other Consolidated Entity; provided that the consent sum of the Administrative Agent aggregate fair market value of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (c) Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (e) [Reserved]; and (f) Dispositions of assets not otherwise permitted by this Section 6.06; provided, that the sum of the aggregate fair market value of all assets Disposed of during any fiscal year shall not exceed $10,000,000; provided that (x) all Dispositions permitted by clauses (a) through (d) of this Section 6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, transfer or other disposition Disposition permitted by clauses (b) or (d) of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, this Section 6.06 for consideration in the event that the Net Available Amount excess of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition 10,000,000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent for at least 50% cash consideration and the Lenders any non-cash consideration received in accordance connection with Section 5.29(f)(i)(C)(I)such sale, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (transfer or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay disposition shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation permitted under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”6.04(g).

Disposition of Assets. Without limiting The Borrower will not, and will not suffer or permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) any Mission Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of the obligation of Borrower that are Guarantors or the Borrower after prior written notice to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets or property (herein, describing the “Disposition”) not otherwise permitted hereunder, in Disposition and compliance by the event that transferee with the Net Available Amount applicable terms of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions Security Documents; (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)b) so long as no Default exists before and after giving pro forma effect thereto, the Borrower shall, within five (5) Business Days or any Subsidiary of the receipt Borrower may agree to and make Dispositions of Stations, assets and properties, including without limitation Real Properties, so long as (i) all proceeds and compensation received for each such proceedsDisposition is 100% cash, offer to prepay the Loan ratably in an amount equal to (ii) 100% of the Net Available Amount Cash Proceeds are used to prepay the Loans in accordance with the terms of such proceeds on Section 2.06(b) and Section 11.19(b) (except as provided in Section 2.06(b) and Section 11.19(b)), (iii) any television station owned by the Quarterly Date immediately following receipt Nexstar Borrower in the same market is sold by the Nexstar Borrower concurrently with the Disposition of any television station owned by the Borrower (and in accordance with the terms of the relevant proceeds; provided that Nexstar Credit Agreement), and (iv) at least 5 Business Days prior to the consummation of any proposed Disposition, or at such Net Available Amount later time as agreed to by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a certificate of the Disposition Borrower executed on its behalf by a Responsible Officer of the Borrower, which certificate shall be excluded from the prepayment requirements of this clause if contain (A) financial projections of the Mission Entities, the Nexstar Borrower submits and its Subsidiaries attached to such certificate which have been prepared on a Reinvestment Notice Pro Forma Basis (giving effect to Administrative Agent the consummation of such Disposition and any related repayment of Indebtedness) for the Lenders period from the proposed date of the consummation of any proposed Disposition to the Maturity Date of the latest to mature of the Loans demonstrating compliance for such period with the covenants set forth in accordance with Section 5.29(f)(i)(C)(I)7.09 of the Nexstar Credit Agreement, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent certification to the Administrative Agent and the Lenders describing that all representations and warranties set forth in reasonable detail this Agreement and the event other Loan Documents are true and correct as of such date and will be true and correct both before and after giving rise effect to such Disposition and (C) a certification that no Default exists both before and after giving effect to such Disposition; 5432461v.2 25690/685 Dispositions permitted by Section 7.04(c) and (d); (c) Dispositions of cash or Cash Equivalents, unless such cash or Cash Equivalents are in a Cash Collateral Account or otherwise prohibited under this Agreement or the other Loan Documents; (d) so long as (i) no Default exists both before and after giving effect thereto, (ii) all proceeds and compensation received for such each such Disposition is 100% cash, (iii) 100% of the Net Cash Proceeds are used to prepay the Loans in accordance with the terms of Section 2.06(b) and Section 11.19(b) (except as provided in Section 2.06(b) and Section 11.19(b)) and (iv) any television station owned by the Nexstar Borrower in the same market is sold by the Nexstar Borrower concurrently with such Disposition and in accordance with the terms of the Nexstar Credit Agreement, Dispositions consisting of Sale and Leaseback Transactions effected on terms and conditions satisfactory to, and with the prior written consent of, the Administrative Agent and the Majority Lenders; (e) a Disposition pursuant to the obligation under this exercise of any option described in Section 2.06(b)(iii7.02(k); and (f) with respect to make any Station owned by any Mission Entity, the Borrower may (subject to the FCC's rules and regulations) enter into a Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement with the Nexstar Borrower for such offer Station, provided that (each i) such offer Local Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement shall specifically permit the assignment to, and first priority Liens and security interests by, the Administrative Agent and/or Collateral Agent for the benefit of the Secured Parties to prepay referred secure the Obligations, (ii) not less than 5 Business Days prior to in this clause 2.06(b)(iii)the entering into of such agreement, the Borrower shall have delivered to the Administrative Agent a “Disposition Proceeds Prepayment Offer”)certificate of the Borrower executed on its behalf by a Responsible Officer of the Borrower, which certificate shall contain (A) a summary of the terms of such agreement comparing it to the agreement (if any) that such agreement is replacing, (B) such other information reasonably requested by the Administrative Agent and (C) a certification that no Default exists both before and after giving effect to such agreement.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Company will not, and will not permit any saleRestricted Subsidiary to, sell, lease as lessor, transfer or other disposition otherwise dispose of any assets Property (collectively, "TRANSFERS"), except: (i) Transfers of inventory and of obsolete or property (herein, the “Disposition”) not otherwise permitted hereunderworn out assets, in each case in the event that the Net Available Amount ordinary course of business of the proceeds Company or such Restricted Subsidiary; (ii) Transfers of all or any portion of the Property of Able (a) 15 International; (iii) Transfers from the Company to a Wholly-Owned Restricted Subsidiary; (iv) Transfers from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary; (v) Transfers arising solely out of Sale-Leaseback Transactions; and (vi) any other Transfer at any time of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 Property to a Person for an Acceptable Consideration if the conditions specified in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days each of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if clauses (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) would be satisfied with respect to such Transfer: (A) the SUM of: (I) the book value of such Property at the time of Transfer; PLUS (II) the aggregate book value of all other Property Transferred (other than in Transfers referred to in the foregoing clauses (i), (ii), (iii), (iv) and (v) of this Section 4.2 (collectively, "EXCLUDED TRANSFERS")) after the December 31 immediately preceding the date of such Transfer; would not exceed fifteen percent (15%) of Consolidated Total Assets measured as of such immediately preceding December 31; (B) the SUM of: (I) the current book value of such Property at the time of Transfer; PLUS (II) the aggregate book value of each other asset Transferred (other than in Excluded Transfers) after the Closing Date; would not exceed forty percent (40%) of Consolidated Total Assets measured as of such immediately preceding December 31; and (C) immediately before and after the consummation of the Transfer, and after giving effect thereto, no Default or Event of Default would exist; PROVIDED, HOWEVER, that any Transfer of Property shall be excluded for purposes of the foregoing clauses (A) and (B) to the extent that, within one hundred eighty (180) days from after such Transfer, the date of receipt proceeds of such Net Available Amount of the DispositionTransfer, net of (a) 16 reasonable and ordinary transaction costs and expenses incurred and actually paid in connection with such Net Available Amount Transfer, are applied (by the Company or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).Restricted Subsidiary to:

Disposition of Assets. Without limiting The Borrower will not, and will not permit any Subsidiary to, sell, lease, assign, transfer, or otherwise dispose of any of its assets, except: (a) dispositions of inventory in the obligation ordinary course of business; (b) dispositions of unnecessary, obsolete or worn out equipment; (c) sales, leases, or other dispositions of vehicles so long as the Borrower uses the net proceeds of such sales to obtain acquire replacement vehicles; (d) sales, leases, or other dispositions of assets by any Subsidiary to a Significant Subsidiary or to the consent Borrower; (e) the sale of the Administrative assets disclosed on Schedule 10.8 at any time that no Event of Default exists in one or more 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) the sale by the Borrower of the stock of International Processing Corporation and International Transportation Service, Inc.; provided that with respect to such sale: (i) the sale price therefor shall be paid all in cash on the closing date thereof (subject to customary and reasonable escrows); (ii) neither the Borrower nor any Subsidiary will have any continuing liability in connection with such sale or with respect to the indebtedness, liabilities, and obligations of International Processing Corporation or International Transportation Service, Inc., or their subsidiaries other than customary indemnifications and escrows in reasonable amounts relating to customary representations and warranties given by sellers in stock sale transactions; (iii) the Net Cash Proceeds shall be delivered to the Agent for repayment of the Loans as required by subsection 5.4(b)(i); and (iv) the Required Banks shall have given their prior approval of the sale price, which approval shall not be unreasonably withheld; (g) the sale of real property located in (i) Milwaukee, Wisconsin, (ii) ▇▇▇▇▇▇▇, New Jersey, (iii) Chula Vista, California; and (iv) Las Vegas, Nevada; provided that with respect to any salesuch sale (i) the Net Cash Proceeds of such sale shall be delivered to the Agent for repayment of the Loans as required in subsection 5.4(b)(i); and (ii) the Agent shall have given its prior approval of the sale price for each such asset sold, transfer which approval shall not be unreasonably withheld and which approval is hereby granted with respect to the sales price for the ▇▇▇▇▇▇▇, New Jersey real property; and (h) the sale of assets, in addition to the sales or other disposition dispositions listed in clauses (a) through (g) of this Section 10.8; provided that with respect to any such sale (i) the Net Cash Proceeds of such sale shall be delivered to the Agent for repayment of the Loans as required in subsection 5.4(b)(i) unless the Required Banks otherwise agree; (ii) the Required Banks shall have given their prior approval of the sale which approval shall not be unreasonably withheld; and (iii) the aggregate amount of the sale prices for all assets previously sold under the permissions of this clause (h), together with the sale price for the assets to be disposed of pursuant to the sale in question, shall not exceed Eight Million Dollars ($8,000,000.00). Upon the sale of any assets property by the Borrower or property (herein, a Subsidiary under the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount permissions of this Section 10.8 and delivery of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application therefrom in accordance with the Permitted Working Capital Facility Documents)terms of this Agreement, the Borrower Agent shall, within five (5) Business Days without the requirement of any consent or approval of any Bank or any other Secured Party, execute and deliver to the buyer thereof such documentation as may be necessary to evidence the termination of the receipt Liens of the Agent for the benefit of the Secured Parties therein and, if the stock of a Subsidiary is sold, the release of such proceeds, offer to prepay Subsidiary from the obligations arising under the Loan ratably Documents to which it is a party. If the Borrower, in an amount equal good faith, seeks the approval from the Banks under clause (iv) of subsection 10.8(f) to 100% of a proposed cash sale price for International Processing Corporation and International Transportation Service, Inc., the Net Available Amount of such proceeds approval from the Required Banks is not obtained and the sale is not consummated at another cash price, then the installment due under Section 3.2 on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition June 30, 2000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that reduced by the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect proposed sale price, with the amount of which the Administrative Agent, acting reduction being due at the direction of the Required LendersDecember 31, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)2000 maturity.

Disposition of Assets. Without limiting The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Sale except: (i) Asset Sales in the obligation ordinary course of business of assets held for resale in the ordinary course of business or the trade in or replacement of assets in the ordinary course of business; (ii) the concurrent exchange of a television broadcast station or of long-term Station operating assets or cash (including the Capital Stock of a Person which owns long-term Station operating assets), for which the Borrower or any Restricted Subsidiary receives cash, Cash Equivalents or Station operating assets at least equal to obtain the consent fair market value of the Administrative Agent to assets so exchanged as determined by the Borrower in good faith; provided that (v) no Default or Event of Default then exists or would result therefrom, (w) the aggregate amount of all cash and Cash Equivalents received by the Borrower or any sale, transfer or other disposition of any assets or property Restricted Subsidiary in connection with such asset exchanges shall not exceed thirty-five percent (herein, the “Disposition”35%) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in aggregate consideration for such asset exchange, (x) the aggregate per annum amount of all cash and Cash Equivalents paid by the Borrower or any of its Restricted Subsidiaries in connection with such asset exchange shall not exceed thirty-five percent (35%) of the aggregate per annum for all amount paid or transferred by the Borrower or any of its Restricted Subsidiaries in connection with such Dispositions asset exchange, (unless deposited into y) any cash or Cash Equivalents that are received by the Collection Account for application Borrower or any Subsidiary in accordance connection with the Permitted Working Capital Facility Documentsany asset exchange pursuant to this Section 7.4(a)(ii) shall be applied pursuant to Section 2.6(b)(iii), the Borrower shall, within and (z) at least five (5) Business Days prior to the completion of such exchange, the Borrower shall provide to the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent): (A) a written notification of such exchange describing the assets to be exchanged and the proposed closing date of the exchange; (B) at the request of the Administrative Agent (in its sole discretion), a certificate, executed by an Authorized Signatory of the Borrower, (1) certifying that the property or other consideration received by the Borrower and its Restricted Subsidiaries is at least equal to the fair market value of the assets so exchanged, (2) attaching financial calculations specifically demonstrating either (x) the Borrower’s pro forma compliance with Section 7.7 after giving effect to such exchange (regardless of whether a Suspension Period is in effect at the time of such exchange) or (y) that the pro forma Leverage Ratio after giving effect to such exchange shall not be greater than the Leverage Ratio immediately prior to giving effect to such exchange, and (3) certifying that no Default or Event of Default exists or would be caused by such exchange; and (C) such other additional financial information as the Administrative Agent shall reasonably request; (iii) other Asset Sales (including any Asset Sale pursuant to a Spectrum Tender), so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) at least seventy-five percent (75%) of the consideration received in each such Asset Sale (or series of related Asset Sales) is in the form of cash or Cash Equivalents; provided that cash and Cash Equivalents shall include any Designated Non-Cash Consideration having a fair market value at the time received that, when taken together with all other Designated Non-Cash Consideration previously received and then outstanding, does not exceed the greater of (x) $75,000,000 and (y) one percent (1.0%) of Consolidated Total Assets (calculated at the time of receipt of such proceedsDesignated Non-Cash Consideration and determined after giving effect to the applicable Asset Sale); provided further that this clause (B) shall not apply to any issuance of Capital Stock by a non-wholly owned Restricted Subsidiary to the non-Affiliate owner(s) of such Restricted Subsidiary in consideration of a contribution primarily consisting of cash or assets used or useful in a Permitted Business, offer (C) the portion of Operating Cash Flow for the most recent Reference Period that is attributable to the assets sold or disposed of in such proposed Asset Sales and all other Asset Sales made pursuant to this Section 7.4(a)(iii) during the immediately preceding 12-month period (such portion to be determined by the Borrower in good faith, without giving effect to any such Asset Sales and, if requested by the Administrative Agent, certified by an Authorized Signatory of the Borrower), shall not exceed fifteen percent (15%) of the Operating Cash Flow for such Reference Period; provided that any Asset Sale pursuant to a Spectrum Tender shall not be subject to the limitation of this clause (C) and shall not be taken into account in determining whether the percentage of Operating Cash Flow specified in this clause (C) has been exceeded, and (D) the Net Proceeds (Asset Sales) of such Asset Sale (or series of related Asset Sales) are applied or, subject to the proviso to this clause (D), reinvested, as the case may be, pursuant to Section 2.6(b)(iii); provided that in the case of any Asset Sale pursuant to a Spectrum Tender that results in the First Lien Leverage Ratio, calculated after giving pro forma effect to such Asset Sale, being greater than 3.25 to 1.00, the Borrower shall prepay the Loan ratably Loans as provided in Section 2.6(b)(iii) in an amount equal to 100% of such Net Proceeds (Asset Sales), or if less, an amount necessary to cause such First Lien Leverage Ratio to be less than or equal to 3.25 to 1.00 (after giving effect to such prepayment) without regard to any thresholds or reinvestment provisions in Section 2.6(b)(iii); (iv) Asset Sales in the Net Available Amount form of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsStation Sharing Arrangements; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice at least five (5) Business Days prior to the entry into any Station Sharing Arrangement (or such later time as may be approved by the Administrative Agent in its sole discretion), the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Lenders Administrative Agent, a copy of any Shared Services Agreement, Joint Sales Agreement, Local Marketing Agreement, option agreement, put/call agreement, management services agreement and any other material agreement or document with respect to such Station Sharing Arrangement and (B) at the time of entering into such Station Sharing Arrangement (and after giving effect thereto) no more than ten percent (10%) of the Operating Cash Flow of the Borrower and its Restricted Subsidiaries, in accordance each case determined for the then applicable Reference Period, shall be attributable to Stations that are subject to Station Sharing Arrangements; (v) the sale or discount without recourse by the Borrower or any Restricted Subsidiary thereof of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vi) leases, subleases, easements or licenses granted by the Borrower or any of its Restricted Subsidiaries to third Persons in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (vii) the disposition of any Hedge Agreement; (viii) the transfer of assets to the Borrower or any other Credit Party pursuant to any other transaction permitted pursuant to Section 5.29(f)(i)(C)(I7.4(b); (ix) dispositions of Investments in cash and Cash Equivalents; (A) the transfer by any Credit Party of its assets to any other Credit Party, (B) the Administrative Agenttransfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any such transfer, acting such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the direction time of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Asuch transfer) and (C) within one hundred eighty the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (180xi) days from (A) the date sale of receipt obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries and (B) the forfeiture or surrender of assets determined by the Borrower in good faith to (1) no longer be necessary in the conduct of its business in the ordinary course and (2) be required to remain in future compliance with Applicable Laws and final orders of the FCC; (xii) Asset Sales in connection with insurance and condemnation proceedings; provided that the requirements of Section 2.6(b)(iii) are complied with in connection therewith; (xiii) to the extent constituting Asset Sales, mergers, consolidations and liquidations permitted pursuant to Section 7.4(b), Restricted Payments permitted pursuant to Section 7.6, Investments permitted pursuant to Section 7.5 and Liens permitted pursuant to Section 7.2; (xiv) the sale or other disposition by the Borrower or any of its Restricted Subsidiaries of assets to the extent that such sale or other disposition is required by Applicable Laws or final order of the FCC; provided that at least seventy-five percent (75%) of the consideration received in each such Asset Sale (or series of related Asset Sales) is in the form of cash or Cash Equivalents and the Net Proceeds (Asset Sales) of such Net Available Amount Asset Sale (or series of the Disposition, such Net Available Amount related Asset Sales) are applied (or committed to be applied) to such acquisition; provided furtherreinvested, that as the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall case may be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause Section 2.6(b)(iii) (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent it being understood and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to agreed that nothing in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).clause

Disposition of Assets. Without limiting The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments and (ii) leases of real or personal property, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to obtain a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of accounts receivable and related assets or an interest therein of the consent type specified in the definition of "Qualified Receivables Transaction" pursuant to a Qualified Receivables Transaction, provided that (i) each such Qualified Receivables Transaction shall be on terms and conditions satisfactory to the Administrative Agent and (ii) the aggregate gross proceeds to any sale, transfer the Parent Borrower and its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other disposition debt securities and valued at fair market value in the case of other non-cash proceeds) from all such Qualified Receivables Transactions permitted by this paragraph (c) shall not exceed $250,000,000; (d) Dispositions of assets that are not permitted by any other paragraph of this Section; provided that the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets or property Disposed of in reliance upon this paragraph (herein, the “Disposition”d) shall not otherwise permitted hereunderexceed, in the event case of any fiscal year of the Parent Borrower, 10% of Total Consolidated Assets; and provided further that all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; (e) issuances by Inrange of shares of Inrange Class B Common Stock in a Permitted Subsidiary Acquisition; (f) issuances by Inrange to management and employees of the Parent Borrower, Inrange or any of their Subsidiaries, of options to acquire up to 7,105,700 shares of Inrange Class B Common Stock, and issuances of Inrange Class B Common Stock pursuant to the exercise by such Persons, at an exercise price equal to the price per share in the initial public offering of such Class B Common Stock, of such options; (g) issuances by Inrange to directors, management and employees of, and consultants and other providers of services to, the Parent Borrower, Inrange or any of their Subsidiaries, in each case in exchange for non-cash consideration provided by such Persons in the form of goods or services, of (i) Inrange Common Stock, provided that the Net Available Amount aggregate fair market value of such Inrange Common Stock (determined as of the proceeds date such Inrange Common Stock is issued) does not exceed $10,000,000 in any fiscal year of the Parent Borrower, and (ii) options and warrants to acquire Inrange Common Stock and issuances of Inrange Common Stock pursuant to the exercise of such options and warrants, at an exercise price of not less than 85% of the fair market value of such Inrange Common Stock (determined as of the date of the grant of such options or warrants), provided that the aggregate number of shares of Inrange Common Stock covered by options and warrants granted in any fiscal year of the Parent Borrower shall not exceed 1,500,000 (as adjusted for stock splits, stock dividends, reverse stock splits and similar events); (h) issuances of Inrange Class B Common Stock pursuant to the exercise by directors and management of the Parent Borrower, at an exercise price of $13.00 per share, of options to acquire up to 1,331,000 shares of Inrange Class B Common Stock (which options were issued by Inrange to such Persons prior to August 15, 2000); (i) Dispositions by the Parent Borrower of shares of Inrange Common Stock held by the Parent Borrower in exchange for shares of the Parent Borrower's Capital Stock in a redemption or repurchase transaction that is otherwise expressly permitted by this Agreement; (j) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇ and the Assa Abloy JV; provided that all Dispositions permitted by this paragraph (j) shall be made for fair value and for at least 85% cash consideration; and (k) Dispositions by the Parent Borrower of shares of Inrange Common Stock held by the Parent Borrower to the holders of the Parent Borrower's common stock, provided that the Consolidated Leverage Ratio, determined as of the last day of the most recent period of four consecutive fiscal quarters for which the relevant financial information is available, is less than 2.5 to 1.0. For purposes of paragraphs (d) and (j) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition Subsidiary (in which case, the Parent or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the Permitted Working Capital Facility Documentsdefinition of "Net Proceeds"), provided that the amount of assumed Indebtedness that is deemed to be cash shall not exceed $200,000,000 in the aggregate; (B) securities, notes or other obligations received by the Parent Borrower shallor any Subsidiary from the transferee that are promptly (subject to ordinary settlement periods) converted, sold or exchanged within five 30 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (5) Business Days to the extent of the receipt cash received in such conversion, sale or exchange); and (C) in the case of any Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate principal amount not to exceed $10,000,000; and (ii) in the case of a Disposition consisting of an Asset Swap, the Parent Borrower or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that such Net Available Amount the aggregate fair value of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date subject of receipt of all such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) Asset Swaps shall not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)exceed $400,000,000.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Obligors will not, and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) not otherwise permitted hereunderany of its properties or assets unless, in after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all assets subject to such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from sold for consideration not less than the prepayment requirements fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on January 1, 2013 through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any Subsidiary shall, for purposes of this clause if Section, be valued at an amount that bears the same proportion to the total assets of such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.9: (Aa) Borrower submits any Disposition pursuant to a Reinvestment Notice to Administrative Agent and the Lenders transaction consummated in accordance with Section 5.29(f)(i)(C)(I)10.2; (b) any Disposition of inventory, equipment, fixtures, supplies or materials made in the ordinary course of business at fair value; (c) any Disposition by the Guarantor or a Subsidiary Guarantor to the Obligors or a Subsidiary Guarantor, or by any other Subsidiary to the Obligors or another Subsidiary; (d) dispositions of shares in a Subsidiary, including a Wholly-Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the Administrative Agentredemption or repayment by the Company or such Subsidiary, acting at as the direction case may be, of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Notes pursuant to an offer to make a prepayment or redemption of Indebtedness pursuant to Section 5.29(f)(ii)(A8.4(a) and of any Indebtedness ranking pari passu with the Notes (C) within one hundred eighty (180) days other than any such Indebtedness owing to the Company or any of its Subsidiaries or Affiliates and any such Indebtedness in respect of any revolving credit or similar facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the date of receipt extent that in connection with repayment of such Net Available Amount Indebtedness the availability of the Disposition, credit under such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that credit facility is permanently reduced by an amount no less than the amount of such Net Available Amount repayment). (iTo the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4(a), the aggregate amount specified in such offers (without duplication) not so used shall be applied by the Company or committed after one hundred eighty (180) days such Subsidiary to the redemption or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of other such Indebtedness ranking pari passu with the Loan pursuant to this clause (iiiNotes, if any, within such 365 day period.). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting The Borrower shall not, nor shall it suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a (a) dispositions of inventory, or used, worn‑out or surplus property, all in the obligation ordinary course of Borrower business; (b) the sale of equipment to obtain the consent 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 the Administrative Agent Borrower or any Subsidiaries to Red Iron; (d) dispositions by any sale, transfer Originator of Receivables pursuant to Receivables Purchase Facilities or other disposition of Receivables at any assets time of the Borrower or property its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; (hereine) dispositions (i) made in accordance with the Borrower’s investment policy, (ii) made in connection with Acquisitions, (iii) dispositions of interests in Joint Ventures; (iv) dispositions in connections with Swap Contracts, (v) permitted dispositions of Subsidiaries, (vi) dispositions in connection with purchases by the “Disposition”Borrower of shares of its capital stock and associated rights to purchase shares of the Borrower’s preferred stock pursuant to the Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of interests in Red Iron; (f) dispositions not otherwise permitted hereunder; 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 value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower; (g) the Borrower or any Subsidiary may sell, assign, lease, convey, transfer or otherwise dispose of assets to the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the event that ordinary course of business to the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 extent not otherwise prohibited hereunder and (ii) in the aggregate per annum in the aggregate per annum for all such Dispositions connection with investments, including (unless deposited into the Collection Account for application A) investments in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer Borrower’s investment policy as adopted from time to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)time, (B) extensions of credit in the Administrative Agent, acting at nature of accounts receivable or notes receivable arising from the direction sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Required LendersBorrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of the Borrower’s and its Subsidiaries’ products, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty investments incurred in order to consummate Acquisitions, (180D) days from the date of receipt of such Net Available Amount of the Dispositioninvestments in Joint Ventures, such Net Available Amount are applied (or committed to be appliedE) to such acquisition; provided furtherinvestments under Swap Contracts, that the amount of such Net Available Amount (F) investments made in Subsidiaries, and (G) investments in Red Iron; (i) dispositions resulting from any casualty or condemnation; (j) dispositions in connection with Restricted Payments permitted under Section 7.04; (k) dispositions in connection with the granting of Permitted Liens; and (l) dispositions in connection with the payment of Contingent Obligations or Indebtedness not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)otherwise prohibited hereunder.

Disposition of Assets. Without limiting Borrower will not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties, or enter into any arrangement with any Person providing for the obligation lease by Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by Borrower or such Subsidiary to such Person, or agree to do any of the foregoing, except for: (1) sales of Rental Inventory in the Ordinary Course of Business; (2) the sale or exchange of used or obsolete equipment to the extent (y) the proceeds of such sale are applied towards, or such equipment is exchanged for, similar replacement equipment, or (z) such equipment is no longer necessary for the operations of Borrower or its applicable Subsidiary in the Ordinary Course of Business; (3) the sale or other disposition by Borrower and its Subsidiaries of any Borrower Margin Stock to obtain the consent extent the fair market value thereof exceeds 25% of the Administrative Agent to any fair market value of the assets of Borrower and its Subsidiaries (including Borrower Margin Stock), provided that fair value is received in exchange therefor; (4) the sale, transfer lease or other disposition of any assets by a Subsidiary of Borrower to Borrower or property to another Wholly Owned Subsidiary if, immediately after giving effect thereto, no Default or Event of Default would exist; and (herein5) the sale or disposition of assets outside the Ordinary Course of Business for cash, the “Disposition”provided that (w) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall Cash Proceeds from such sales or dispositions do not exceed $1,000,000 per individual Disposition or $2,000,000 5,000,000 in the aggregate per annum for Borrower and its Subsidiaries during any fiscal year, (x) to the extent not theretofore expended to acquire assets or properties or otherwise reinvested in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)business of Borrower, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of Cash Proceeds are delivered to the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of after receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed thereof for application to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to Loans in accordance with the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this provisions of Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii5.3(D), a “Disposition Proceeds Prepayment Offer”(y) in no event shall Borrower or any of its Subsidiaries sell or otherwise dispose of any of the Equity Interests of any Subsidiary (other than Immaterial Subsidiaries), and (z) immediately after giving effect thereto, no Default or Event of Default would exist.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent shall not, and shall not permit any of the Administrative Agent to Restricted Subsidiaries to, at any saletime sell, transfer lease, abandon, or other disposition otherwise dispose of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, other than assets disposed of in the event that the Net Available Amount ordinary course of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documentsbusiness), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount except for (i) the transfer of assets (including cash or cash equivalents) among the Credit Parties (excluding Subsidiaries of such Persons described in clause (b) of the definition of “Subsidiary” if the requirements of clause (a) thereof are not so used otherwise met) or committed after one hundred eighty the transfer of assets (180including cash or cash equivalents) days between or among Restricted Subsidiaries (excluding Subsidiaries of such Persons described in clause (b) of the definition of “Subsidiary” if the requirements of clause (a) thereof are not otherwise met) or (ii) in respect the disposition of which assets for fair market value, provided that the Administrative Agent, acting at aggregate fair market value of all such assets sold or disposed of by the direction Credit Parties during any fiscal year (including all assets disposed of pursuant to Section 7.8 hereof) shall not exceed fifteen percent (15%) of Consolidated Total Assets as of the Required Lenderslast day of the immediately preceding fiscal year; provided, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall behowever, that, in each casecase under clause (ii) hereof, applied so long as no Default or Event of Default exists or will be caused to occur as a mandatory prepayment result thereof. Upon any sale or disposition of a Restricted Subsidiary permitted hereunder, such Restricted Subsidiary will be released from its obligations under the Loan pursuant Documents to this clause (iii). Any such offer to prepay shall be made pursuant to which it is a written notice sent to party and the Administrative Agent and the Lenders describing in reasonable detail shall, at the event giving rise Borrower’s expense, take such actions as the Borrower reasonably requests to the obligation under this Section 2.06(b)(iii) evidence and give effect to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)release.

Disposition of Assets. Without limiting None of the obligation Borrowers will, nor will permit any of Borrower its Subsidiaries to, become a party to obtain or agree to or effect any disposition of assets, other than: (a) the consent sale of inventory, the licensing of Intellectual Property in accordance with the terms of the Intellectual Property Security Agreements and the disposition of obsolete or excess assets, in each case in the ordinary course of business consistent with past practices; (b) any sale, transfer, assignment or lease of Property (excluding any portion of Second Lien Priority Collateral not constituting furniture, fixtures and equipment), including without limitation any store closures, in the ordinary course of business which are no longer necessary or required in the conduct of such Borrower’s or Subsidiary’s business; provided that, except as provided in §9.5.2(g) and other than store closures as a result of a lease termination in the ordinary course with respect to such store, the Borrowers and their Subsidiaries shall not close more than (i) ten percent (10%) of the number of stores existing as of the Effective Date in any Fiscal Year and (ii) twenty-five percent (25%) of the number of stores existing as of the Effective Date during the term of this Agreement; provided further that the Borrowers and their Subsidiaries shall engage a national liquidator reasonably acceptable to the Administrative Agent to conduct such store closures (x) upon the Administrative Agent’s reasonable request and (y) at all other times in the event that the Required Lenders have consented to store closures in excess of the thresholds set forth in clauses (i) and (ii) above; (c) any sale or transfer of any Property (excluding Second Lien Priority Collateral) owned by any Borrower or any Subsidiary of a Borrower in order then or thereafter to lease such Property or lease other Property that any Borrower or any Subsidiary of a Borrower intends to use for substantially the same purpose as the property being sold or transferred (a “sale-leaseback transaction”) in the ordinary course of business and provided that no Default or Event of Default shall have occurred and is continuing or would result therefrom; (i) any sale, transfer or lease of Property by any Borrower or any Guarantor to any other disposition of any assets Borrower or property other Guarantor (herein, other than Borders Direct) and (ii) to the “Disposition”) extent not otherwise permitted hereunderby clause (i) hereof, any Permitted Restructuring Transaction so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (e) any sale, transfer or lease of Property in the event ordinary course of business which is replaced by substitute Property; (f) any disposition of Borders Direct pursuant to §14.11(b); (g) any disposition of the Small Format Stores; provided that to the Net Available Amount extent the Borrowers and their Subsidiaries close all the Waldenbook stores and “Borders Express” stores, they shall engage a national liquidator reasonably acceptable to the First Lien Agent to conduct such closures; and (h) other dispositions of assets that do not constitute ABL Priority Collateral or Intellectual Property; provided that (A) the aggregate proceeds received in respect of such dispositions during the term of this Agreement shall not exceed $5,000,000, (B) such assets are sold or otherwise disposed of in an arm’s length transaction for fair market value (after giving effect to all tax benefits, if any, associated with such sale or other disposition), (C) no Default or Event of Default exists or would result from such disposition and (D) the proceeds of any Disposition of Borrower such dispositions shall exceed $1,000,000 per individual Disposition be used to repay the Loans or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application otherwise applied in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Intercreditor Agreement.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Dispositions, the then Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that that, such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the 43 Bakersfield Refinery – Senior Credit Agreement Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Company will not and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2010 and ending on the date of such proposed Disposition does not otherwise permitted hereunderexceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) any Disposition in the event ordinary course of business; (b) the Disposition of the Company’s Electric Systems Work Center Facility located in Shelton, Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Proceeds Amount of such proceeds on Disposition is applied within 360 days after the Quarterly Date immediately following receipt by Borrower date thereof to the acquisition of other assets for use in the business of the relevant proceeds; provided that Company or any Subsidiary (such Net Available Amount assets not to include cash or marketable securities) or to reduce outstanding unsubordinated Indebtedness of the Disposition shall be excluded from the prepayment requirements of this clause if Company or any Subsidiary (A) Borrower submits a Reinvestment Notice any such reduction to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount include either (i) not so used or committed after one hundred eighty (180) days prepayment of Notes pursuant to Section 8.1 in an aggregate unpaid principal amount that bears the same relation to the amount then being applied to reduce such Indebtedness as the aggregate unpaid principal amount of the Notes bears to the aggregate unpaid principal amount of outstanding unsubordinated Indebtedness of the Company and its Subsidiaries, or (ii) an offer by the Company to all holders of Notes to purchase, at not less than par on the same terms and conditions and which offer shall remain outstanding for at least 30 days, Notes in an aggregate unpaid principal amount at least equal to such pro rata portion of such unsubordinated Indebtedness being so reduced, allocated pro rata among all Notes tendered, and the requirements of this subclause (d) with respect to prepayment of Notes shall be deemed to be satisfied with respect to such Disposition if such offer is made and, if accepted, consummated). For purposes of this Section 10.5 any shares of Voting Stock of a Subsidiary that are the subject of a Disposition (including without limitation pursuant to an issuance of shares by such Subsidiary) shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the Administrative Agent, acting at numerator is the direction aggregate number of the Required Lenders, does not approve the acquisition(s) described shares of Voting Stock of such Subsidiary issued or disposed of in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent Disposition and the Lenders describing in reasonable detail denominator is the event giving rise aggregate number of shares of Voting Stock of such Subsidiary outstanding immediately prior to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Disposition.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent of the Administrative Agent to shall not, and shall not permit any saleSubsidiary (other than any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including any sale-leaseback), except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) the sale, assignment or other disposition transfer of accounts receivable, lease receivables or other rights to payment or any assets interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other rights to payment; (hereinc) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that (i) if the transferor of such property is a Guarantor, the “Disposition”transferee thereof must either be the Borrower or a Guarantor, and (ii) if the transferor of such property is not otherwise an Excluded Subsidiary, the transferee must either be the Borrower or a Subsidiary that is not an Excluded Subsidiary; (d) any Regulatory Divestiture required in connection with the Allied Acquisition; provided that (i) no Event of Default shall exist at the time of or result from such Regulatory Divestiture, (ii) such Regulatory Divestiture shall be made for fair market value, (iii) at least 80% of the consideration for such Regulatory Divestiture shall be in the form of cash or cash equivalents (excluding any portion of the consideration allocated to a portion of a Regulatory Divestiture permitted hereunderby clause (e) of this Section 7.03; it being agreed that the Borrower may rely on either this clause (d) or clause (e) below in making any Regulatory Divestiture or, in part, on both of such clauses), and (iv) promptly upon receipt thereof by the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all Person making such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Regulatory Divestiture, the Borrower shall, within five (5) Business Days of shall prepay Committed Loans and revolving loans under the receipt of such proceeds, offer to prepay the Loan ratably New Credit Facility on a pro rata basis in an amount equal to 100% of the Net Available Amount of net cash proceeds from such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsRegulatory Divestiture; and (e) other dispositions which are made for fair market value; provided that (i) at the time of any such Net Available Amount disposition, no Event of the Disposition Default shall be excluded exist or shall result from the prepayment requirements of this clause if such disposition and (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (Bii) the Administrative Agent, acting at aggregate value of all assets so disposed of by the direction Borrower and its Subsidiaries in any one-year period (calculated as of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt any such disposition) shall not exceed 20% of such Net Available Amount Consolidated Tangible Assets as of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction last day of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)most recently ended fiscal quarter.

Disposition of Assets. Without limiting Upon the obligation of sale by the Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets no longer used or property useful in the operation of the Project in a single transaction or a series of related transactions, to the extent that such amount exceeds [*****] during any Fiscal Year of the Borrower (hereinthe amount of such excess, the “DispositionDisposal Excess Amount”), the Borrower shall deliver to the Guarantor within [*****] a Prepayment Election Notice specifying that it elects to apply the Disposal Excess Amount to prepay the principal amount and, if applicable, capitalized interest of one or more Advances and pay all accrued interest (other than capitalized interest) not otherwise permitted hereunderand other amounts due and payable in connection with such prepayment, and shall make such prepayment on the date specified in the event such Prepayment Election Notice, which shall be no later than [*****] following delivery of such Prepayment Election Notice; provided, that the Borrower shall not be required to use for prepayment under this paragraph such portion of the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), sale that the Borrower shall, within five (5) Business Days of and the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition Guarantor reasonably determine shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed reasonably expected to be applied) in the then next [*****], to pay Project Costs or Operating Costs or for the acquisition of replacement assets including, without limitation, the acquisition and costs necessary for the replacement or addition of a Qualified Stall Assets and such acquisition; provided further, amounts are so applied within the [*****] following the receipt thereof. If any portion of the Disposal Excess Amounts that is not applied to prepay the principal amount of such Net Available Amount (i) not so used one or committed after one hundred eighty (180) days more Advances or (ii) in respect of which interest or other amounts thereon, pursuant to the Administrative Agent, acting at the direction proviso of the Required Lenderspreceding sentence, does are not approve used within [*****] after receipt thereof, then the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied deliver a Prepayment Election Notice electing to a mandatory prepayment apply such unused portion of the Loan pursuant to this clause (iii). Any such offer Disposal Excess Amount to prepay shall be made pursuant to a written notice sent to the Administrative Agent Advances and, if applicable, capitalized interest thereon and all accrued interest (other than capitalized interest) and other amounts due and payable in connection with such prepayment in accordance with this paragraph as if it were received on the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).[*****];

Disposition of Assets. Without limiting The Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, in any single transaction or in multiple transactions within any fiscal year of the obligation Borrower, sell, transfer, assign, or otherwise dispose of all of the business or assets of the Borrower and its Consolidated Subsidiaries, any Significant Assets, or any 12b-1 Fees, or enter into any Contract for any such sale, transfer, assignment, or disposition, provided, however: (a) Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to obtain the consent Borrower; (b) Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to any Restricted Subsidiary; (c) the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to any Restricted Subsidiary, provided such Restricted Subsidiary shall have prior to the effective date of such sale, transfer, assignment, or disposition executed and delivered to the Administrative Agent to any sale, transfer or other disposition of any assets or property an Assumption Agreement (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount and all of the proceeds of any Disposition of Borrower conditions set forth in such Assumption Agreement shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all have been satisfied and such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if Assumption Agreement (A) Borrower submits a Reinvestment Notice shall not be subject to Administrative Agent and the Lenders in accordance any default or event of default with Section 5.29(f)(i)(C)(I)respect to any party, (B) shall not be subject to any notice of termination given or received by the Administrative AgentBorrower or any of its Subsidiaries, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty shall be the legal, valid, and binding obligation of each party thereto enforceable against such party according to its terms); and (180d) days from the date of receipt of such Net Available Amount Borrower and any Subsidiary of the DispositionBorrower may sell, such Net Available Amount are applied (transfer or committed assign, or dispose of 12b-1 Fees to be applied) to such acquisition; provided further, that Persons other than the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) Borrower and Restricted Subsidiaries. Any Indebtedness in respect of which the Administrative Agent, acting at the direction obligations of the Required Lenders, does Borrower and its Subsidiaries arising out of such transactions shall constitute "Funded Debt". This covenant is not approve intended to restrict the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to conversion of a mandatory prepayment short-term investment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to Borrower into cash or into another investment which remains an asset of the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Borrower.

Disposition of Assets. Without limiting the obligation of The Borrower to obtain the consent shall not, and shall not permit any of the Administrative Agent Restricted Subsidiaries to, consummate any Asset Sale unless (a) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to any salethe Fair Market Value of the assets the subject of such Asset Sale, transfer (b) immediately before and immediately after giving effect to such Asset Sale (x) no Event of Default shall have occurred and be continuing and (y) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.01, (c) at least 75% of the consideration received by the Borrower or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, such Restricted Subsidiary therefor is in the event that form of cash or cash equivalents paid at the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions closing thereof and (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5d) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% all Net Proceeds of such Asset Sale is applied to payment of the Net Available Amount Obligations as set forth in and to the extent required by Section 2.11(c). The amount (without duplication) of (x) any Indebtedness (other than Subordinated Indebtedness) and other liabilities of the Borrower or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such proceeds on Indebtedness or liability, (y) any notes, securities or similar obligations or items of property received from such transferee that are converted into, sold or exchanged by the Quarterly Date immediately following Borrower or such Restricted Subsidiary within 180 days of receipt by Borrower for cash (to the extent of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(Icash actually so received), and (Bz) the Administrative Agentany Designated Noncash Consideration having an aggregate Fair Market Value that, acting when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date time of receipt of such Net Available Amount Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the Dispositiontime received and without giving effect to subsequent changes in value) $30,000,000, such Net Available Amount are applied (or committed shall be deemed to be applied) to cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such acquisition; provided furtherRestricted Subsidiary, that as the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall case may be, in each caseconnection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied to a mandatory prepayment payment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent Obligations as set forth in and to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this extent required by Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”2.11(c).

Disposition of Assets. Without limiting the obligation The Parent Borrower will not, and will not permit any of Borrower to obtain the consent its Restricted Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the Administrative Agent Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of its Restricted Subsidiaries to issue any additional Capital Stock of such Restricted Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property, (iii) sale, transfer transfer, abandonment or other disposition of intellectual property no longer used or useful in the conduct of the business and (iv) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Restricted Subsidiary; provided that any such Dispositions by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or property an interest therein of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction so long as each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably; provided that the aggregate amount of all Receivables Transaction Attributed Indebtedness in respect to such Qualified Receivables Transactions shall not exceed $100,000,000; (hereind) [Reserved]; (e) Dispositions of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not exceed, in any fiscal year of the Parent Borrower, an amount equal to 15% of the Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e) (for the avoidance of doubt, starting with the fiscal year ending December 31, 2015), may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) any Disposition permitted by this paragraph (e) for a purchase price in excess of $5,000,000 shall be made for fair value and for at least 75% cash consideration; (f) [Reserved]; and (g) Dispositions of assets to any joint venture of the Parent Borrower; provided that any such Disposition pursuant to this clause (g) constitutes an Investment permitted under Section 6.5; For purposes of paragraph (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Restricted Subsidiary (in which case, the Parent or such Restricted Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder, in the event ; provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Funding Date; (B) securities, notes or other obligations received by the Parent Borrower or any Restricted Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Restricted Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $20,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Restricted Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Restricted Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Funding Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Obligors will not, and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) not otherwise permitted hereunderany of its properties or assets unless, in after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all assets subject to such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from sold for consideration not less than the prepayment requirements fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Guarantor and ending on the date of such proposed Disposition (the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Guarantor ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on January 1, 2013 through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any Subsidiary shall, for purposes of this clause if Section, be valued at an amount that bears the same proportion to the total assets of such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.9: (Aa) Borrower submits any Disposition pursuant to a Reinvestment Notice to Administrative Agent and the Lenders transaction consummated in accordance with Section 5.29(f)(i)(C)(I)10.2; (b) any Disposition of inventory, equipment, fixtures, supplies or materials made in the ordinary course of business at fair value; (c) any Disposition by a Subsidiary Guarantor to the Obligors or a Subsidiary Guarantor, or by any other Subsidiary to the Obligors or another Subsidiary; (d) dispositions of shares in a Subsidiary, including a Wholly-Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Guarantor or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the Administrative Agentredemption or repayment by the Guarantor or such Subsidiary, acting at as the direction case may be, of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Notes pursuant to an offer to make a prepayment or redemption of Indebtedness pursuant to Section 5.29(f)(ii)(A8.4(a) and of any Indebtedness ranking pari passu with the Notes (C) within one hundred eighty (180) days other than any such Indebtedness owing to the Guarantor or any of its Subsidiaries or Affiliates and any such Indebtedness in respect of any revolving credit or similar facility providing the Guarantor or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the date of receipt extent that in connection with repayment of such Net Available Amount Indebtedness the availability of the Disposition, credit under such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that credit facility is permanently reduced by an amount no less than the amount of such Net Available Amount repayment). (iTo the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4(a), the aggregate amount specified in such offers (without duplication) not so used shall be applied by the Guarantor or committed after one hundred eighty (180) days such Subsidiary to the redemption or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of other such Indebtedness ranking pari passu with the Loan pursuant to this clause (iiiNotes, if any, within such 365 day period.). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting No Consolidated Entity will Dispose of any asset, including any Capital Stock, except: (a) Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the obligation ordinary course of Borrower business; (b) Dispositions to obtain any other Consolidated Entity; provided that the consent sum of the Administrative Agent aggregate fair market value of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (d) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (c) Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; (d) Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (d) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (e) [Reserved]; and (f) Dispositions of assets not otherwise permitted by this Section 6.06; provided, that the sum of the aggregate fair market value of all assets Disposed of during any fiscal year shall not exceed $1,000,000; provided that (x) all Dispositions permitted by clauses (a) through (d) of this Section 6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, transfer or other disposition Disposition permitted by clauses (b) or (d) of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, this Section 6.06 for consideration in the event that the Net Available Amount excess of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition 10,000,000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent for at least 50% cash consideration and the Lenders any non-cash consideration received in accordance connection with Section 5.29(f)(i)(C)(I)such sale, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (transfer or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay disposition shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation permitted under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”6.04(g).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Company will not and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2008 and ending on the date of such proposed Disposition does not otherwise permitted hereunderexceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) any Disposition in the event ordinary course of business; (b) the Disposition of the Company’s Electric Systems Work Center Facility located in Shelton, Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Proceeds Amount of such proceeds on Disposition is applied within 360 days after the Quarterly Date immediately following receipt by Borrower date thereof to the acquisition of other assets for use in the business of the relevant proceeds; provided that Company or any Subsidiary (such Net Available Amount assets not to include cash or marketable securities) or to reduce outstanding unsubordinated Indebtedness of the Disposition shall be excluded from the prepayment requirements of this clause if Company or any Subsidiary (A) Borrower submits a Reinvestment Notice any such reduction to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount include either (i) not so used or committed after one hundred eighty (180) days prepayment of Notes pursuant to Section 8.1 in an aggregate unpaid principal amount that bears the same relation to the amount then being applied to reduce such Indebtedness as the aggregate unpaid principal amount of the Notes bears to the aggregate unpaid principal amount of outstanding unsubordinated Indebtedness of the Company and its Subsidiaries, or (ii) an offer by the Company to all holders of Notes to purchase, at not less than par on the same terms and conditions and which offer shall remain outstanding for at least 30 days, Notes in an aggregate unpaid principal amount at least equal to such pro rata portion of such unsubordinated Indebtedness being so reduced, allocated pro rata among all Notes tendered, and the requirements of this subclause (d) with respect to prepayment of Notes shall be deemed to be satisfied with respect to such Disposition if such offer is made and, if accepted, consummated). For purposes of this Section 10.5 any shares of Voting Stock of a Subsidiary that are the subject of a Disposition (including without limitation pursuant to an issuance of shares by such Subsidiary) shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the Administrative Agent, acting at numerator is the direction aggregate number of the Required Lenders, does not approve the acquisition(s) described shares of Voting Stock of such Subsidiary issued or disposed of in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent Disposition and the Lenders describing in reasonable detail denominator is the event giving rise aggregate number of shares of Voting Stock of such Subsidiary outstanding immediately prior to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Disposition.

Disposition of Assets. Without limiting the obligation of the Borrower to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets or property other than any Event of Loss (herein, the “Disposition”” and “Dispose” shall have the meaning correlative thereto) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of the Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 500,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)calendar year, then the Borrower shall, within five (5) Business Days of after the receipt of such proceeds, offer to prepay the Loan Loans ratably in an amount equal to 100% of the Net Available Amount of such proceeds the Disposition on the Quarterly Date immediately following receipt by the Borrower of the relevant proceeds; provided that that, upon written notice by the Borrower to the Administrative Agent not more than five (5) Business Days following receipt of the Net Available Amount of any Disposition, such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) the Borrower submits a Reinvestment Notice certifies to the Administrative Agent of its good faith intention to apply such Net Available Amount of the Disposition to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 5.02 and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred hundred-eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are is applied (or committed to be appliedcommitted) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred hundred-eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, be applied to a mandatory prepayment of the Loan Loans pursuant to this clause (iii‎Section 2.06(b)(iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause Section 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation of the Borrower to obtain the consent of the Administrative Agent Required Lenders to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of any Borrower Group Member shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum 500,000 in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)Dispositions, then the Borrower shall, within five (5) Business Days of the receipt of such proceeds, shall offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds the Disposition on the Quarterly Date immediately following receipt by the Borrower of the relevant proceeds; provided that that, upon written notice by the Borrower to the Administrative Agent not more than five (5) Business Days following receipt of the Net Available Amount of any Disposition, such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if if: (A) the Borrower submits a Reinvestment Notice certifies to the Administrative Agent and of its good faith intention to apply such Net Available Amount of the Lenders in accordance Disposition to the acquisition of, or reinvestment in, assets or properties consistent with the businesses permitted to be conducted pursuant to Section 5.29(f)(i)(C)(I), 5.02; (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be appliedcommitted) to such acquisition; and (C) the aggregate amount of such Net Available Amount of Dispositions does not exceed $750,000 per individual Disposition or $2,000,000 in the aggregate per annum; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, be applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii2.05(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), (b)(iii) a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Company will not, and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) not otherwise permitted hereunderany of its properties or assets unless, in after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all assets subject to such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from sold for consideration not less than the prepayment requirements fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a Disposition during the period commencing as of December 31, 2014 through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any Subsidiary shall, for purposes of this clause if Section, be valued at an amount that bears the same proportion to the total assets of such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.9: (Aa) Borrower submits any Disposition pursuant to a Reinvestment Notice to Administrative Agent and the Lenders transaction consummated in accordance with Section 5.29(f)(i)(C)(I)10.2; (b) any Disposition of inventory, equipment, fixtures, supplies or materials made in the ordinary course of business at fair value; (c) any Disposition by a Guarantor to the Company or another Guarantor, or by any other Subsidiary to the Company or another Subsidiary; (d) dispositions of shares in a Subsidiary, including a Wholly-Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the Administrative Agentredemption or repayment by the Company or such Subsidiary, acting at as the direction case may be, of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Notes pursuant to an offer to make a prepayment or redemption of Indebtedness pursuant to Section 5.29(f)(ii)(A8.4(a) and of any Indebtedness ranking pari passu with the Notes (C) within one hundred eighty (180) days other than any such Indebtedness owing to the Company or any of its Subsidiaries or Affiliates and any such Indebtedness in respect of any revolving credit or similar facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the date of receipt extent that in connection with repayment of such Net Available Amount Indebtedness the availability of the Disposition, credit under such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that credit facility is permanently reduced by an amount no less than the amount of such Net Available Amount repayment). (iTo the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4(a), the aggregate amount specified in such offers (without duplication) not so used shall be applied by the Company or committed after one hundred eighty (180) days such Subsidiary to the redemption or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of other such Indebtedness ranking pari passu with the Loan pursuant to this clause (iiiNotes, if any, within such 365 day period.). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting The Borrower shall not, and shall not suffer or permit the obligation other Obligors to, Dispose of Borrower any of their respective assets other than Dispositions of: (i) inventory, product or produced or unprocessed minerals, metals or other mineral or extracted materials in the ordinary course of business; (ii) worn out, damaged, unserviceable, redundant, uneconomical or obsolete equipment; (iii) property and assets of an Obligor to obtain another Obligor, provided that if the consent disposing Obligor has granted a Lien in favour of the Administrative Agent to any sale, transfer or other disposition of any assets over the asset or property (hereinsubject to such disposal, equivalent security over such asset or property shall be granted in favour of the “Disposition”) not otherwise permitted hereunderAdministrative Agent by the acquiring Obligor substantially concurrently with such Obligor's acquisition of such asset or property, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)each case, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer on terms and conditions satisfactory to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting reasonably; (iv) dispositions to Mexico's Federal Electricity Commission (Comisión Federal de Electricidad or CFE) or its subsidiaries of any assets in respect of interconnection facilities of the Las Chispas Mine that any Obligor is required to transfer pursuant to Applicable Law (including Utilities Public Service Act of Mexico (Ley del Servicio Público de Energía Eléctrica)); (v) Unrestricted Bullion; (vi) other assets, the Net Disposition Proceeds of which in any Fiscal Year do not exceed $10,000,000; each a "Permitted Disposition", and, in the case of clause (iv), provided that such a Disposition will be deemed not to be a Permitted Disposition if a Default or Event of Default has occurred and is continuing at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt time of such Net Available Amount Disposition or would arise immediately after such Disposition as a result thereof. For the avoidance of the Dispositiondoubt, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used in no circumstances shall a Disposition of any material portion of the Las Chispas Mine or committed after one hundred eighty (180) days or the Mining Licenses therefor which are required by the Mine Plan constitute a Permitted Disposition and (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does a Restricted Forward Sale Transaction shall not approve the acquisition(s) described constitute a commodity sale transaction in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment ordinary course of business for the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)purposes hereof.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to The Company will not and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2009 and ending on the date of such proposed Disposition does not otherwise permitted hereunderexceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) any Disposition in the event ordinary course of business; (b) the Disposition of the Company’s Electric Systems Work Center Facility located in Shelton, Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Proceeds Amount of such proceeds on Disposition is applied within 360 days after the Quarterly Date immediately following receipt by Borrower date thereof to the acquisition of other assets for use in the business of the relevant proceeds; provided that Company or any Subsidiary (such Net Available Amount assets not to include cash or marketable securities) or to reduce outstanding unsubordinated Indebtedness of the Disposition shall be excluded from the prepayment requirements of this clause if Company or any Subsidiary (A) Borrower submits a Reinvestment Notice any such reduction to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount include either (i) not so used or committed after one hundred eighty (180) days prepayment of Notes pursuant to Section 8.1 in an aggregate unpaid principal amount that bears the same relation to the amount then being applied to reduce such Indebtedness as the aggregate unpaid principal amount of the Notes bears to the aggregate unpaid principal amount of outstanding unsubordinated Indebtedness of the Company and its Subsidiaries, or (ii) an offer by the Company to all holders of Notes to purchase, at not less than par on the same terms and conditions and which offer shall remain outstanding for at least 30 days, Notes in an aggregate unpaid principal amount at least equal to such pro rata portion of such unsubordinated Indebtedness being so reduced, allocated pro rata among all Notes tendered, and the requirements of this subclause (d) with respect to prepayment of Notes shall be deemed to be satisfied with respect to such Disposition if such offer is made and, if accepted, consummated). For purposes of this Section 10.5 any shares of Voting Stock of a Subsidiary that are the subject of a Disposition (including without limitation pursuant to an issuance of shares by such Subsidiary) shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the Administrative Agent, acting at numerator is the direction aggregate number of the Required Lenders, does not approve the acquisition(s) described shares of Voting Stock of such Subsidiary issued or disposed of in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent Disposition and the Lenders describing in reasonable detail denominator is the event giving rise aggregate number of shares of Voting Stock of such Subsidiary outstanding immediately prior to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Disposition.

Disposition of Assets. Without limiting The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the obligation Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments, (ii) leases or licenses of real or personal property and (iii) conveyances of bank drafts received in the ordinary course of business to financial institutions in exchange for discounted cash payments, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to obtain a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein of the consent type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction; provided that (i) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent acting reasonably, and (ii) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions shall not exceed $300,000,000; (d) sales of Receivables and related assets or an interest therein in connection with European Securitizations; provided that the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such European Securitizations shall not exceed $300,000,000. (e) Dispositions of assets that are not permitted by any other paragraph of this Section 6.6; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (e) shall not exceed in any fiscal year of the Parent Borrower 15% of the Total Consolidated Assets; provided, however, that Dispositions of assets, if not made to the extent permitted in any fiscal year as provided above in this paragraph (e), may be may be made in any subsequent fiscal year on a cumulative basis with the Disposition of assets permitted in such subsequent fiscal year and (ii) all Dispositions permitted by this paragraph (e) shall be made for fair value and for at least 75% cash consideration; and (f) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇; and (g) Dispositions of assets to any sale, transfer joint venture of the Parent Borrower; provided that any such Disposition constitutes an Investment permitted under Section 6.5. For purposes of paragraph (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or other disposition preferred stock) of the Parent Borrower or of any assets or property Subsidiary (hereinin which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder, in the event ; provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are converted, sold or exchanged within 90 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $20,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting Neither SNC nor any Wholly-Owned Subsidiary of SNC (other than Non-Recourse Subsidiaries) will Dispose of any of its assets, except for the obligation following Dispositions (and only if no Default has occurred and is continuing or would occur therefrom in the case of Borrower to obtain any Disposition contemplated by Subsections (c) through (g)) provided that for the consent purposes of the Administrative Agent availability during the Certain Funds Period of Tranche C and of the Term Facility, the term “Default” in this paragraph will be replaced by the term “Major Default”, except for a Disposition contemplated in Section 14.5(f): (a) Disposition of assets made in the ordinary course of carrying on its business; (b) Disposition of redundant or unused assets; (c) the sale of accounts receivable at fair market value pursuant to any discount or factoring transaction in the ordinary course of business, provided that the acquirer of such accounts receivable under such discount or factoring transaction has no recourse whatsoever to SNC or any such Subsidiary in connection with the creditworthiness of the account debtor of the accounts receivable subject to such sale, transfer ; (d) Disposition of assets consisting of a Permitted Lien; (e) Disposition of assets between SNC and any of its Subsidiaries or other disposition between such Subsidiaries provided that a Disposition of assets by a Guaranteeing Subsidiary shall be in favour of SNC or a Subsidiary that is or becomes a Guaranteeing Subsidiary; except that the Borrower may exclude from the requirement of this proviso Dispositions of assets in favour of Subsidiaries which do not exceed in the aggregate $50,000,000 in any fiscal year; (i) Disposition of Capital Stock of any Non-Recourse Subsidiary or any Project Vehicle at a price at least equal to the fair market value thereof or pursuant to a Permitted Monetization provided, however that, notwithstanding any other provision of this Agreement, neither SNC nor any of its Subsidiaries may, directly or indirectly, make or permit any Disposition or any form of monetization of Capital Stock of 407 International Inc. or of its assets (in each case, a “Transaction”), unless: (A) SNC has an Investment Grade Rating Status from two Rating Agencies immediately before the relevant Transaction and has obtained written confirmation from each of them that it will retain after the Transaction the same Credit Rating it had before the Transaction, and the proceeds of such Transaction are not used for Distributions by SNC provided that, if, at such time, SNC has a Credit Rating from only one (1) Rating Agency, as long as such Rating Agency is either S&P or property Moody’s, then the requirement under this clause (hereinA) shall be limited to an Investment Grade Rating Status from such Rating Agency, or (B) the net proceeds of the Transaction after any payment required on the CDPQ Loan and any reserve on account of taxes are applied in full or partial satisfaction of any settlements or judgments in respect of any of the class actions or investigations referred to in Schedule D and, to the extent that there remain net proceeds after any such application and that the litigation and investigations referred to in Schedule D have not then all been settled or satisfied, such proceeds are reserved and set aside to be applied in full or partial discharge of the remaining litigations and investigations, provided that the Transactions permitted in this clause (B) are limited to not more than 30% (on a cumulative basis) of the aggregate number of Capital Stock of 407 International Inc. owned by Highway Holdings on the date hereof. (ii) Clause (i) does not apply to a sale of Capital Stock of 407 International Inc. or of its assets (or a sale of the Capital Stock of Highway Holdings) made in accordance with the “Disposition”Sale Process” provisions of the CDPQ Subordination Agreement. (g) Dispositions at fair market value not otherwise permitted hereunder, contemplated in any of the event foregoing paragraphs provided that the Net Available Amount aggregate book value of the assets so Disposed of by SNC and its Wholly-Owned Subsidiaries (other than Non-Recourse Subsidiaries) must not exceed $100,000,000 per fiscal year of SNC, calculated net of the reinvestments of the proceeds of any such Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum business (including related assets) of SNC or its Wholly-Owned Subsidiaries in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately twelve-month period following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the said Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation The Borrower will not, and will not cause, permit, or suffer any of Borrower to obtain the consent its Consolidated Subsidiaries to, in any single transaction or in multiple transactions within any fiscal year of the Administrative Agent Borrower, sell, transfer, assign, or otherwise dispose of assets of the Borrower and its Consolidated Subsidiaries, or enter into any Contract for any such sale, transfer, assignment, or disposition (a “Disposition”), provided, however: (a) Consolidated Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to the Borrower or another Consolidated Subsidiary; (b) the Borrower and any saleConsolidated Subsidiary of the Borrower may make any Disposition (other than a Disposition (whether in one or a series of transactions) of all or substantially all of the assets of the Borrower and its Consolidated Subsidiaries) so long as (i) no Default exists or would be caused thereby, (ii) after giving effect to such Disposition the Borrower will, on a pro forma basis, be in compliance with the financial covenants set forth in Section 8 hereof, and (iii) the assets disposed of in any fiscal year in the aggregate did not generate more than 33 1/3% of the consolidated revenues of the Borrower during the immediately preceding fiscal four quarters or if such assets generated revenues during the immediately preceding fiscal four quarters that if subtracted from the consolidated revenues of the Borrower during this period would result in consolidated revenues of the Borrower of less than $1,200,000,000; and (c) the Borrower and any Consolidated Subsidiary of the Borrower may sell, transfer or assign, or dispose of 12b-1 Fees to Persons other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), than the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) its Consolidated Subsidiaries. Any Indebtedness in respect of which the Administrative Agent, acting at the direction obligations of the Required Lenders, does Borrower and its Consolidated Subsidiaries arising out of such transactions shall constitute “Funded Debt”. This covenant is not approve intended to restrict the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to conversion of a mandatory prepayment short-term investment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to Borrower into cash or into another investment which remains an asset of the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Borrower.

Disposition of Assets. Without limiting The Borrower will not, and will not permit any of its Subsidiaries to, become a party to or agree to or effect any Asset Sales, other than (a) the obligation sale of inventory, the licensing of intellectual property and the disposition of obsolete or surplus assets, in each case in the ordinary course of business consistent with past practices; (b) dispositions of Investments permitted under Section 10.3(i) upon the exercise of options granted under the Key Employee Stock Ownership Plan, and dispositions of Cash Equivalents in the ordinary course of business; (c) any Sale/Leaseback Transaction, so long as (i) no Event of Default is continuing or would result after giving effect thereto, (ii) the Borrower shall have delivered to obtain the consent of the Administrative Agent a pro forma Compliance Certificate evidencing compliance, after giving effect to such Sale/Leaseback Transaction, with the financial covenants set forth in Section 11 as of the end of the most recent fiscal quarter of the Borrower for which a Compliance Certificate has been provided pursuant to Section 9.4(d) and (iii) the aggregate proceeds from assets sold in such Sale/Leaseback Transactions does not exceed in any sale, transfer or other disposition fiscal year the sum of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of $4,000,000 plus the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), assets sold by the Borrower shall, and its Subsidiaries in a Sale/Leaseback Transaction during such fiscal year within five (5) Business Days 30 days after the purchase by the Borrower or any of its Subsidiaries of the receipt assets sold in such Sale/Leaseback Transaction; and (d) other dispositions of such proceedsassets in arms-length transactions for fair value, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount so long as (i) not so used no Default or committed after one hundred eighty (180) days Event of Default then exists or would result therefrom, (ii) in respect the aggregate proceeds from assets sold or otherwise disposed of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to d) in any fiscal year does not exceed one percent (1.0%) of the book value of the total assets of the Borrower and its Subsidiaries on a written notice sent consolidated basis as reflected on the audited financial statements most recently delivered to the Administrative Agent and (iii) the Lenders describing proceeds thereof are applied in reasonable detail the event giving rise accordance with Section 4.3.4 (to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”extent required thereby).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer No Group Member will sell or other disposition otherwise dispose of any assets or property (hereinincluding, without limitation, the “Disposition”capital stock of any Subsidiary), except for: (a) not otherwise permitted hereundersales of inventory, fixtures and equipment in the event ordinary course of business; (b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future; (c) intercompany sales or other intercompany transfers of assets 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 Net Available Amount of the proceeds compromise or collection thereof, and not as part of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)transaction, the Borrower shallprimary purpose of which is to provide financing for Holdco and its Subsidiaries, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount accounts receivable were not included as Eligible Accounts Receivable in the Borrowing Base Certificate most recently delivered or, if so included, the exclusion of such accounts receivable from the Borrowing Base (after giving effect to any concurrent prepayment of the Disposition Loans) would not cause the Total Revolving Credit Commitment Usage to exceed the Borrowing Base; (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 be excluded from not exceed a principal amount of €50,000,000, or the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt equivalent of such Net Available Amount of the Dispositionamount, such Net Available Amount are applied (or committed to be applied) to such acquisitionat any one time outstanding; provided provided, further, that the amount of any such Net Available Amount financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto; (g) sales, transfers and dispositions of (i) not so used or committed after one hundred eighty Investments (180excluding Investments in the Equity Interests of any Subsidiary) days or permitted by clauses (b), (c), (k) and (o) of Section 6.05 and (ii) in respect of which other Investments to the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described extent required by or made pursuant to customary buy/sell arrangements made in the proposed Reinvestment Notice submitted by Borrower shall beordinary course of business between the parties to agreements related thereto; provided, in each case, applied that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (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 Group Member or its Subsidiaries; (i) sales, transfers and dispositions to the extent necessary to effect a mandatory prepayment transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the Loan pursuant to extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (iiii). Any such offer ; (j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.06(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 prepay shall be made pursuant to exceed $75,000,000; (l) other sales of assets having a written notice sent to fair market value not in excess of $20,000,000 in the Administrative Agent aggregate; and (m) sales of assets not constituting Collateral and otherwise permitted by the Lenders describing Secured Notes Indenture as in reasonable detail effect on the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)ARCA Effective Date.

Disposition of Assets. Without limiting the obligation (i) If no Event of Borrower to obtain the consent of the Administrative Agent to any saleDefault has occurred and is continuing, transfer or other disposition of any assets or property (herein, the “Disposition”) ​ ​ not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of later than 365 days following any Disposition of Borrower shall exceed $1,000,000 per individual permitted under Section 7.7(g) or any other Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)not expressly permitted by Section 7.7, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to shall prepay the Loan ratably Obligations in an aggregate amount equal to 100% of the Net Available Amount Cash Proceeds of such proceeds on Disposition to the Quarterly Date immediately extent the aggregate amount of such Net Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year, and (ii) if an Event of Default has occurred and is continuing, not later than one (1) Business Day following receipt any Disposition permitted under Section 7.7(g) or any other Disposition not expressly permitted by Section 7.7, the Borrower shall prepay Obligations in an aggregate amount equal to 100% of the relevant proceeds; provided that Net Cash Proceeds of such Disposition to the extent the aggregate amount of such Net Available Amount Cash Proceeds (excluding Net Cash Proceeds of less than $10,000,000 received from any Disposition or series of related Disposition) exceed $150,000,000 during any fiscal year. Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be excluded from required to the prepayment requirements extent the Parent designates such Net Cash Proceeds to purchase assets (or to fund an Acquisition, the target of this clause if (Awhich has assets) Borrower submits a Reinvestment Notice to Administrative Agent and used or useful in the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction business of the Required Lenders, approves Loan Parties or a Subsidiary of a Loan Party within 365 days after the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, Cash Proceeds and such Net Available Amount Cash Proceeds are applied (or committed to be applied) to used for such acquisitionpurpose within 365 days after such designation; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to notifies the Administrative Agent in writing of such Loan Party’s intent to reinvest and of the Lenders describing in reasonable detail completion of such reinvestment at the event giving rise to the obligation under this Section 2.06(b)(iii) to make time such offer (each Net Cash Proceeds are designated for reinvestment and when such offer to prepay referred to in this clause 2.06(b)(iii)reinvestment occurs, a “Disposition Proceeds Prepayment Offer”)respectively.

Disposition of Assets. Without limiting Except as provided in Section 10.6, the obligation of Borrower to obtain the consent of the Administrative Agent to Company will not and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2013 and ending on the date of such proposed Disposition does not otherwise permitted hereunderexceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) any Disposition in the event ordinary course of business; (b) Sale and Leaseback Transactions permitted by Section 10.4; and (c) any other Disposition for fair value to the extent that the Net Available Proceeds Amount of such Disposition is applied within 360 days after the proceeds date thereof (i) to the acquisition of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 other assets for use in the aggregate per annum business of the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of the Company or any Subsidiary (other than Indebtedness owed to the Company or a Subsidiary); provided, however, that, in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)respect of prepayments of unsubordinated Indebtedness, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, Company shall offer to prepay the Loan ratably in an amount equal to 100% Notes pro rata with all other such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt Notes to be calculated by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if multiplying (A) Borrower submits a Reinvestment Notice the aggregate principal amount of unsubordinated Indebtedness to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), be so repaid by (B) a fraction, the Administrative Agent, acting at numerator of which is the direction aggregate principal amount of Notes then outstanding and the Required Lenders, approves denominator of which is the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Aaggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) and (C) within one hundred eighty (180) days from the date of receipt that may receive any portion of such Net Available Amount of prepayment. It is understood and agreed by the Disposition, Company that any such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, proceeds paid and applied to a mandatory the prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay Notes as hereinabove provided shall be made pursuant to a written notice sent offered and prepaid as and to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).extent provided below:

Disposition of Assets. Without limiting No Consolidated Entity will Dispose of any asset, including any Capital Stock, except: (a) Dispositions of cash, Permitted Investments and other current assets, inventory and used or surplus equipment in the obligation ordinary course of Borrower business; (b) Dispositions to obtain any other Consolidated Entity; provided that the consent sum of the Administrative Agent aggregate fair market value of all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party (excluding Dispositions consisting of cash contributions otherwise permitted by this Agreement) during the term of this Agreement together with all Dispositions permitted under clause (e) of this Section 6.06 shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; (c) Dispositions of the assets or Capital Stock of ▇▇▇▇▇▇▇ River Australia, ▇▇▇▇▇▇▇ River China, ▇▇▇▇▇▇▇ River Mexico or ▇▇▇▇▇▇▇ River Proteomics; (d) Dispositions of accounts receivable and/or related ancillary rights or assets, or interests therein to any Receivables Subsidiary pursuant to a Receivables Financing Program; (e) Dispositions of assets (including Capital Stock of Subsidiaries) that are not permitted by any other clause of this Section 6.06; provided that the sum of the aggregate fair market value of all assets Disposed of during the term of this Agreement in reliance upon clause (e) of this Section 6.06, together with all assets Disposed of by a Loan Party to any Consolidated Entity that is not a Loan Party pursuant to clause (b) of this Section 6.06, shall not exceed 20% of the total tangible assets of the Consolidated Entities as of the last day of the most recently ended fiscal quarter of the Consolidated Entities as determined on a consolidated basis in accordance with GAAP; and (f) the Phase II-IV Clinical Services Sale; provided that (x) all Dispositions permitted by this Section 6.06 shall be made for fair value as agreed to in an arm’s length transaction and (y) any sale, transfer or other disposition Disposition permitted by clauses (b) or (e) of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, this Section 6.06 for consideration in the event that the Net Available Amount excess of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition 5,000,000 shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent for at least 50% cash consideration and the Lenders any non-cash consideration received in accordance connection with Section 5.29(f)(i)(C)(I)such sale, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (transfer or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay disposition shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation permitted under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”6.04(g).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer Sell or other disposition otherwise dispose of any assets or property (hereinincluding, without limitation, the “Disposition”capital stock of any Subsidiary or any copyrights or intellectual property) except for (i) sales of Inventory, leases, fixtures and equipment in the ordinary course of business, (ii) sales of the assets set forth on Schedule 6.12 hereto for fair market value and on terms reasonably satisfactory to the Agent and the Required Banks, (iii) sales or dispositions among any of the Guarantors and the Borrower and (iv) other sales of assets having a fair market value not otherwise exceeding $500,000 in the aggregate, provided, as to clauses (ii), (iii) and (iv) of this Section 6.12 that after giving effect to any such transaction, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, provided, further, that with respect to clause (ii) above, upon the execution of a "claw back" agreement among the Agent, the Banks and the Existing Lenders in form and substance satisfactory to the Agent and the Banks in the exercise of their sole discretion (the "Claw Back Agreement"), the Banks shall consent to the payment of the Net Cash Proceeds of sales of assets listed on Schedule 6.12 hereto (other than with respect to Indi and the Red Ant Entities) for application to amounts outstanding under the Existing Agreements, provided (x) that with respect to the sale or other liquidation of the Red Ant Entities, the Borrower shall promptly apply the Net Cash Proceeds thereof to any Loans then outstanding and (y) the Borrower shall apply an amount equal to 25% of the Net Cash Proceeds thereof to the principal under the Existing Agreements on December 31, 1997 and an additional amount equal to 25% of such Net Cash Proceeds thereof to the principal under the Existing Agreements on March 31, 1998 (or if the sale or other liquidation of Indi shall have occurred subsequent to December 31, 1997, the Borrower shall have applied an amount equal to 50% of the Net Cash Proceeds thereof to the principal under the Existing Agreements on March 31, 1998), it being understood that, prior to any required repayment hereunder with respect to the sale of Indi, the Borrower shall be permitted hereunderto use the Net Cash Proceeds thereof for working capital purposes not inconsistent with the terms of this Agreement, provided, that in the event that that, upon the Net Available Amount Termination Date, there exist any Loans or Letters of Credit outstanding, each of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower Existing Lenders shall, within five (5) two Business Days of the receipt of such proceedsnotice from the Agent, offer remit their pro-rata share of the aggregate amount of Loans outstanding and amounts necessary to prepay the Loan ratably cash collateralize outstanding Letters of Credit in an amount equal to 100105% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the face amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) outstanding Letters of Credit in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii)immediately available funds. Any such offer amounts which are not paid by any Existing Lender when due shall accrue interest at the rates provided for in Section 2.8 but the aggregate amount paid by any Lender shall not exceed the aggregate amount of Net Cash Proceeds paid to prepay such Existing Lender. The Borrower hereby agrees that, to the extent any amounts are remitted to the Banks pursuant to the Claw Back Agreement, the claims of the Existing Lenders shall be made pursuant reinstated in a like amount. All assignments of pre-petition interests and claims under the Existing Agreements shall, in addition to a written notice sent existing provisions, require the consent of the Agent in the exercise of its sole discretion. Notwithstanding anything to the Administrative Agent and contrary contained in this Section 6.12, in the Lenders describing in reasonable detail absence of the event giving rise execution of a Claw Back Agreement, all Net Cash Proceeds of the sale of assets set forth on Schedule 6.12 (other than the sale of the Red Ant Entities, which shall be applied to the obligation under this Section 2.06(b)(iiiLoans as provided above) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)shall be deposited into an interest-bearing segregated escrow account with the Agent as collateral security for the Obligations.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any saleSell, lease, transfer or other disposition otherwise dispose of any of its properties, assets, rights, Licenses or franchises to any person, except in connection with the replacement of equipment with other equipment of at least equal utility and value (provided that the Lenders' and Agent's liens upon such newly-acquired equipment have the same priority as the Agent's and the Lenders' liens upon the replaced equipment) and the disposition without replacement of obsolete assets not material, individually or property (herein, the “Disposition”) not otherwise permitted hereunder, in the aggregate, to the operation of its business; provided, however, that in no event shall a Borrower sell, lease, transfer or dispose of any material portion of the assets of, or enter into any time brokerage agreement, local marketing agreement or similar arrangement in respect of, a Station without the prior written consent of all of the Lenders, which consent shall not be unreasonably withheld; provided, however, that the aggregate fair market value of all assets and properties so conveyed by the Borrowers shall not exceed Two Million Dollars ($2,000,000.00) during the term of this Agreement unless otherwise consented to in writing by all Lenders. The Net Available Amount Sales Proceeds to be received upon sale of any Station (any Station sold with the Lenders' written consent is herein referred to as a "TRANSFERRED STATION") shall be applied to payment of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in Senior Debt; provided, however, that if the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% Parent requests use of the Net Available Amount Sale Proceeds of a Transferred Station for the purchase by a Borrower of one or more additional radio broadcast stations (the "SUBSTITUTED STATIONS"), then the Lenders agree to allow such proceeds to be used by such Borrower for such purpose (such proceeds to be held by the Co-Agent in an interest-bearing account to be established and then agreed upon by the Borrowers and the Co-Agent and pledged to the Lenders pending satisfaction of such proceeds on requirements) conditional upon the Quarterly Date immediately following receipt by Borrower satisfaction of each of the relevant proceeds; provided that such Net Available Amount following requirements: (i) no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the Disposition date of such sale or as of any date thereafter prior to consummation of such acquisition of the Substituted Station; (ii) the Majority Lenders shall be excluded from have received and approved up-to-date financial statements for the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(ISubstituted Station(s), in form and substance acceptable to the Majority Lenders confirming to the Majority Lenders' reasonable satisfaction that the financial condition of the Substituted Station(s) is not less favorable than the Transferred Station(s) sold by the Borrower; (Biii) the Administrative Agent, acting at the direction acquisition of the Required LendersSubstituted Station(s) is consummated pursuant to a Final Order approving such acquisition, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction sale of the Required LendersTransferred Station(s); and (iv) the Parent and the Borrowers shall have complied in all respects with the provisions of SECTION 7.04, does not approve and shall have executed and/or delivered to the acquisition(s) described in Lenders and the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied Agent such additional Security Documents and opinions as the Majority Lenders and the Agent may reasonably require to a mandatory prepayment evidence and confirm the satisfaction of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent foregoing requirements and the requirements of SECTION 2.09 hereof with respect to the Administrative Substituted Station(s), including, without limitation, the grant to the Agent and the Lenders describing in reasonable detail of a first priority perfected security interest and lien on all assets of the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”Substituted Station(s).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any saleNo Loan Party shall directly or indirectly, sell, assign, lease, convey, transfer or other disposition otherwise dispose of (whether in one or a series of transactions) any assets Property (including accounts and notes receivable, with or property without recourse) or enter into any agreement to do any of the foregoing, except: (herein, the “Disposition”a) dispositions not otherwise permitted hereunder, including dispositions of used, worn out or surplus equipment, which are made for fair market value; provided that (i) at the time of such disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and (iii) the event aggregate fair market value of all assets so sold by Loan Parties and their Subsidiaries shall not exceed $100,000 in any fiscal year, and (iv) after giving effect to such disposition, Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Article VI; and (b) transfers by Subsidiaries of Borrower to Domestic Loan Parties and transfers between Domestic Loan Parties; (c) dispositions and other transfers permitted under Section 5.3; (d) Investments permitted under Section 5.4; (e) Portfolio Dispositions associated with a change of control of a Portfolio Company solely to the extent that such change of control is reasonably beyond Borrower’s control, provided that (i) Borrower shall provide Agent written notice thereof within 10 days after such Portfolio Disposition and (ii) either (A) Borrower was previously, in good faith, contractually obligated to make such Portfolio Disposition pursuant to the terms of the documents governing the Investment in such Portfolio Company and, if requested by Agent, Borrower shall provide written evidence thereof or (B) Borrower shall have provided to Agent written evidence that the Net Available Amount sale price of such Investment shall not be less than 90 percent of (x) if such Portfolio Disposition is of publicly-traded Equity Securities, the proceeds Closing Price prior to such disposition or (y) if such Portfolio Disposition is of any Disposition other type of asset, the most recent fair market value reported to Agent; (f) Portfolio Dispositions associated with an Insolvency Proceeding relating to a Portfolio Company solely to the extent that the relevant Portfolio Company Investment is being exchanged for another type of Investment or otherwise being disposed of pursuant to a reorganization plan of such Portfolio Company provided that Borrower shall exceed $1,000,000 per individual Disposition provide Agent written notice thereof within 10 days after such Portfolio Disposition; (g) any other Portfolio Disposition, provided that (i) no Default or $2,000,000 in Event of Default has occurred and is continuing or would result therefrom, (ii) the aggregate per annum in the aggregate per annum for all Net Proceeds of such Dispositions (unless deposited into the Collection Account for application disposition are applied and/or held in accordance with the Permitted Working Capital Facility Documentsapplicable provisions of Section 1.7(a), (iii) after giving effect to such disposition and any required prepayment pursuant to Section 1.7(a), Borrower’s Net Asset Value Coverage Ratio shall not be less than 4.00 to 1.0; and (h) the Borrower shallgranting of Permitted Liens. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, within five (5) Business Days in the event that, despite the intentions of the receipt of such proceedsBorrower, offer to prepay the Loan ratably in an amount equal to 100% Agent, and each Lender, any portion of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; Loans are determined to be “purpose credit” as defined in Regulation U, no Loan Party shall dispose of, substitute, or withdraw any Collateral unless and until (x) Agent has provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if its prior written consent or (Ay) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)have received an opinion of nationally-reputable counsel to the Borrower stating that such disposition, (B) the Administrative Agentsubstitution, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed withdrawal will not cause any Loan or any Lender to violate or be applied) subject to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used lending restrictions or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan additional reporting obligations pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).Regulation U.

Disposition of Assets. Without limiting The Borrower shall not, and shall not permit any Restricted Subsidiary to, convey, sell, lease, sublease, transfer or otherwise dispose of any assets (including without limitation, capital stock of or other equity interests in any Subsidiary or other Person) except for: (a) sales of inventory in the obligation ordinary course of Borrower to obtain business; (b) the consent of the Administrative Agent to any sale, lease, sublease, transfer or other disposition of any assets machinery and equipment no longer used or property (herein, the “Disposition”) not otherwise permitted hereunder, useful in the event conduct of business; (c) the sale, lease, sublease, transfer or other disposition of assets to the Borrower or to a Wholly-Owned Restricted Subsidiary that is a Guarantor; (d) the Net Available Amount sale of assets of the proceeds SBQ Division (Memphis/Cleveland) to the extent permitted under the express terms of any Disposition the Collateral Agency Agreement; (e) transfers of assets made as consideration for Permitted Investments; (f) the transfer by Cumberland Recyclers, LLC to BSE of the assets known as the "mega shredder" so long as: (i) the Borrower shall have given the Collateral Agent and the Agent at least 60-days' prior written notice of such transfer; (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 such transfer are taken; and (g) other sales and dispositions of Property of the Borrower or any Restricted Subsidiary, so long as the Fair Market Value of such Property does not exceed $1,000,000 per individual Disposition or $2,000,000 10,000,000 in the aggregate per annum in during any fiscal year of the aggregate per annum for Borrower. The Borrower shall, and shall cause each Restricted Subsidiary that owns any Collateral to, pay over to the Collateral Agent all Net Proceeds received by the Borrower or such Dispositions (unless deposited into the Collection Account Restricted Subsidiary upon any Disposition for application and distribution in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days terms of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Collateral Agency Agreement.

Disposition of Assets. Without limiting The Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to, in any single transaction or in multiple transactions within any fiscal year of the obligation Borrower, sell, transfer, assign, or otherwise dispose of all of the business or assets of the Borrower and its Consolidated Subsidiaries, any Significant Assets, or any 12b-1 Fees, or enter into any Contract for any such sale, transfer, assignment, or disposition, provided, however: (a) Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to obtain the consent Borrower; (b) Subsidiaries of the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to any Restricted Subsidiary; (c) the Borrower may sell, transfer, assign, or dispose of assets (including 12b-1 Fees) to any Restricted Subsidiary, provided such Restricted Subsidiary shall have prior to the effective date of such sale, transfer, assignment, or disposition executed and delivered to the Administrative Agent an Assumption Agreement (and all of the conditions set forth in such Assumption Agreement shall have been satisfied and such Assumption Agreement (A) shall not be subject to any default or event of default with respect to any party, (B) shall not be subject to any notice of termination given or received by the Borrower or any of its Subsidiaries, and (C) shall be the legal, valid, and binding obligation of each party thereto enforceable against such party according to its terms); (d) the Borrower and any Subsidiary of the Borrower may sell, transfer or assign, or dispose of 12b-1 Fees to Persons other than the Borrower and Restricted Subsidiaries. Any Indebtedness in respect of obligations of the Borrower and its Subsidiaries arising out of such transactions shall constitute "Funded Debt"; and (e) the sale, transfer transfer, assignment or other disposition of any assets all or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount substantially all of the proceeds business or assets of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days and its Consolidated Subsidiaries in connection with a transaction permitted under Section 7.2 shall not be subject to the provisions of this Section 7. 1. This covenant is not intended to restrict the conversion of a short-term investment of the receipt of such proceeds, offer to prepay the Loan ratably in Borrower into cash or into another investment which remains an amount equal to 100% asset of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Borrower.

Disposition of Assets. Without limiting the obligation The Borrower will not, and will --------------------- not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of Borrower (whether in one transaction or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to obtain the consent do any of the Administrative Agent foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) the sale of equipment to any the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are applied with reasonable promptness to the purchase price of such replacement equipment; (c) the sale, assignment, lease, conveyance, transfer or other disposition of property by the Borrower to any assets Wholly-Owned Subsidiary or by a Subsidiary to the Borrower or any Wholly-Owned Subsidiary; provided -------- that such transferee Subsidiary shall have executed and delivered to the Agent a Guaranty and a Security Agreement (Guarantor) and related UCC financing statements for filing in such jurisdictions as the Agent may request; (d) the sale of any real property or Restaurant equipment as part of a sale leaseback transaction in which the Borrower or a Subsidiary becomes the lessee of such real property or equipment; provided that (hereini) no -------- such sale leaseback transaction shall be permitted at any time an Event of Default has occurred and is continuing, (ii) for each such sale leaseback transaction, the “Disposition”Borrower shall have delivered to the Agent a pro forma Compliance Certificate showing compliance as of the end of the immediately preceding fiscal quarter of the Borrower for which a Compliance Certificate has been provided with Sections 6.10, 6.16, 6.17, 6.18, 6.19, 6.20 and 6.21 after giving effect to such sale leaseback transaction, and (iii) not otherwise permitted hereunderwith reasonable promptness, the net cash proceeds paid to the Borrower or a Subsidiary in connection with such sale leaseback transaction shall be used to pay down the outstanding principal balance of the Revolving Loans or, if no such principal balance exists, shall be either (A) deposited into a deposit account or securities account maintained by the Borrower or any Subsidiary for which a "control agreement," in form and substance reasonably satisfactory to the Agent, has been executed and delivered to the Agent, or into an Excluded Account, or (B) within 30 calendar days after the closing of such sale leaseback transaction or the withdrawal from any such deposit account, securities account or Excluded Account, reinvested by the Borrower or a Subsidiary in the event that development of a new Restaurant or the Net Available Amount maintenance or operation of an existing Restaurant; (e) dispositions of Investments permitted under Section 6.12(n) upon the proceeds exercise of any Disposition options granted under the Key Employee Share Ownership Plan; and (f) other dispositions of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 property during the term of this Agreement whose net book value in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within does not exceed five percent (5%) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds Borrower's total consolidated assets as shown on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsits balance sheet for its most recent prior fiscal quarter; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of no -------- disposition which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation is permitted under this Section 2.06(b)(iii6.2(e) at the time it is consummated shall thereafter cease to make such offer (each such offer to prepay referred to be permitted because of a subsequent decrease in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)the Borrower's total consolidated assets.

Disposition of Assets. Without limiting the obligation The Company will not and will not permit any Restricted Subsidiary to sell, lease, assign, transfer, or otherwise dispose of Borrower to obtain the consent any of their respective assets (including without limitation stock or other equity interests in any of the Administrative Agent Subsidiaries or any of the voting rights of any such stock or other equity interests); provided, however, that the following dispositions shall be permitted so long as the Company and the Restricted Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (i) dispositions of inventory in the ordinary course of business of the Company and its Restricted Subsidiaries; (ii) the ▇▇▇▇▇▇▇ Disposition, provided that all of the proceeds (less reasonable expenses) from the ▇▇▇▇▇▇▇ Disposition shall be applied to repay Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iii) the Shred-Tech Disposition, provided that all of the proceeds (less reasonable expenses) from the Shred-Tech Disposition shall be applied to prepay the Notes in accordance with paragraph 4B, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iv) any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) having a Net Book Value not otherwise permitted hereunder, to exceed $25,000,000 in the event aggregate for as long as any Note remains outstanding, provided, that the with regard to any such disposition of assets -------- having a Net Available Amount Book Value in excess of $5,000,000 individually or when aggregated with all other such dispositions on or after July 30, 1999 all of the proceeds (less reasonable expenses) from such disposition or dispositions in excess of any Disposition of Borrower $5,000,000 shall exceed $1,000,000 per individual Disposition or $2,000,000 in be applied to prepay the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application Notes in accordance with paragraph 4B, ratably with repayment of Borrowings (as defined in the Permitted Working Capital Facility Documents)Credit Agreement) under the Credit Agreement; (v) disposition of assets that are worn out, obsolete or no longer used or useful in the Borrower shall, within five (5) Business Days conduct of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% business of the Net Available Amount Company and its Restricted Subsidiaries, so long as such assets are replaced with assets of such proceeds on the Quarterly Date immediately following receipt by Borrower equal or greater value; and (vi) disposition of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent assets to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise Company or any wholly-owned Restricted Subsidiary that is a Guarantor. (g) New paragraphs 6K, 6L & 6M are added to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to Note Agreement reading in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).their entireties as follows:

Disposition of Assets. Without limiting The Borrower will not directly or indirectly sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any property (including accounts and notes receivable, with or without recourse, and Capital Stock of Subsidiaries) or enter into any agreement to do any of the obligation foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (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 applied with reasonable promptness to the purchase price of such replacement equipment; and (c) other sales, leases, transfers or other dispositions of property by the Borrower to obtain (including Capital Stock of Subsidiaries) whose net book value in the aggregate does not exceed fifty percent (50%) of the Borrower's consolidated assets as shown on its balance sheet for its most recent prior fiscal quarter so long as no Default or Event of Default has occurred and is continuing or would result therefrom; provided, that, absent the written consent of the Administrative Agent Required Lenders, the Borrower shall not sell, lease, transfer or otherwise dispose of any of the Capital Stock of AIHL, except that the written consent of the Required Lenders to any such sale, lease, transfer or other disposition of any assets or property of the Capital Stock of AIHL shall not be required to the extent that the proceeds therefrom are used to reduce ratably the Commitments under this Agreement (herein, the “Disposition”) not otherwise permitted hereunder, whereupon in the event that the Net Available Amount aggregate principal amount of Loans outstanding at such time shall exceed the aggregate Commitments at such time after giving effect to such reduction, the Borrower will immediately prepay the outstanding principal amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 Loans in the aggregate per annum in the aggregate per annum for all amount of such Dispositions (unless deposited into the Collection Account for application excess in accordance with the Permitted Working Capital Facility DocumentsSECTION 2.6(A) of this Agreement), nor shall the Borrower shallBorrower, within five (5) Business Days of absent the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction written consent of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Apermit AIHL, directly or indirectly, to sell, lease, transfer or otherwise dispose of any properties or assets, tangible or intangible, now owned or hereafter acquired, representing more than fifty percent (50%) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that consolidated assets of AIHL as shown on its balance sheet for the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)most recent prior fiscal quarter.

Disposition of Assets. Without limiting The Borrower shall not, nor shall it suffer or permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of inventory, or used, worn‑out or surplus property, all in the obligation ordinary course of Borrower business; (b) the sale of equipment to obtain the consent 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 the Administrative Agent Borrower or any Subsidiaries to Red Iron and, to the extent the TCC Trigger Event has occurred, TCC; (d) Dispositions by any sale, transfer Originator of Receivables pursuant to Receivables Purchase Facilities or other Disposition of Receivables at any time of the Borrower or its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; provided further that Dispositions made in connection with any Floor Plan Financing Arrangements shall not be subject to the proviso of this clause (d); (i) Dispositions made in accordance with the Borrower’s investment policy, (ii) made in connection with Acquisitions, (iii) Dispositions of interests in Joint Ventures; (iv) Dispositions made in connection with Swap Contracts, (v) permitted Dispositions of Subsidiaries, (vi) Dispositions in connection with purchases by the Borrower of shares of its capital stock and associated rights to purchase shares of the Borrower’s preferred stock pursuant to the Borrower’s shareholder rights plan to the extent permitted by Sections 6.11 and 7.04(c), and (vii) disposition of any assets or property Equity Interests in Red Iron; (herein, the “Disposition”f) Dispositions not otherwise permitted hereunder; 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 value of all assets so sold by the Borrower and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of the Borrower and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of the Borrower; (g) the Borrower or any Subsidiary may sell, assign, lease, convey, transfer or otherwise dispose of assets to the Borrower or a Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) Dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the event that ordinary course of business to the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 extent not otherwise prohibited hereunder and (ii) in the aggregate per annum in the aggregate per annum for all such Dispositions connection with investments, including (unless deposited into the Collection Account for application A) investments in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer Borrower’s investment policy as adopted from time to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)time, (B) extensions of credit in the Administrative Agent, acting at nature of accounts receivable or notes receivable arising from the direction sale or lease of goods or services in the ordinary course of business or extensions of credit by the Borrower to any of the Required LendersBorrower’s Wholly-Owned Subsidiaries or by any of the Borrower’s Wholly-Owned Subsidiaries to the Borrower or to another of the Borrower’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of the Borrower’s and its Subsidiaries’ products, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty investments incurred in order to consummate Acquisitions, (180D) days from the date of receipt of such Net Available Amount of the Dispositioninvestments in Joint Ventures, such Net Available Amount are applied (or committed to be appliedE) to such acquisition; provided furtherinvestments under Swap Contracts, that the amount of such Net Available Amount (F) investments made in Subsidiaries, and (G) investments in Red Iron; (i) Dispositions resulting from any casualty or condemnation; (j) Dispositions in connection with Restricted Payments permitted under Section 7.04; (k) Dispositions in connection with the granting of Permitted Liens; and (l) Dispositions in connection with the payment of Contingent Obligations or Indebtedness not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)otherwise prohibited hereunder.

Disposition of Assets. Without limiting The Parent Guarantors and the obligation Borrower will not, and will not suffer or permit any of their respective Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) any Nexstar Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of the Borrower or the Borrower after prior written notice to obtain the consent of the Administrative Agent describing the Disposition and compliance by the transferee with the applicable terms of the Security Documents; (b) so long as no Default or Event of Default exists both before and after giving effect thereto, the Borrower or any Subsidiary of the Borrower may agree to any sale, transfer and make Dispositions of Stations or other disposition the Capital Stock of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount Subsidiary of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in so long as (i) the aggregate per annum in the aggregate per annum amount received for all such Dispositions (unless deposited into other than the Collection Account for application WTVW Disposition) by the Mission Entities and the Nexstar Entities does not exceed $50,000,000 in accordance with any Fiscal Year or $150,000,000 during the Permitted Working Capital Facility Documents)period from the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated, and (ii) at least 10 Business Days prior to the consummation of any proposed Disposition, the Borrower shall, within five (5) Business Days of shall have delivered to the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if Administrative Agent (A) a certificate of the Borrower submits executed on its behalf by a Reinvestment Notice Responsible Officer of the Borrower, which certificate shall contain (x) financial projections of the Borrower and its Subsidiaries attached to Administrative Agent such certificate which have been prepared on a Pro Forma Basis (giving effect to the consummation of such Disposition and any related repayment of Indebtedness) for the Lenders period from the proposed date of the consummation of any proposed Disposition to the Stated Maturity Date of the latest to mature of the Loans demonstrating compliance for such period with the covenants set forth in accordance with Section 5.29(f)(i)(C)(I)8.09, (By) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent certification to the Administrative Agent and the Lenders describing Banks that all representations and warranties set forth in reasonable detail this Agreement and the event other Loan Documents are true and correct as of such date and will be true and correct both before and after giving rise effect to such Disposition and (z) a certification that no Default or Event of Default exists both before and after giving effect to such Disposition and (B) a Pro Forma Compliance Certificate of the Borrower for the then applicable Measurement Period giving effect to the obligation consummation of such Disposition and any related repayment of Indebtedness; (c) Dispositions permitted by Section 8.04(c) and (d); (d) Dispositions of cash or Cash Equivalents, unless otherwise prohibited under this Agreement or the other Loan Documents; (e) Dispositions of Capital Stock permitted under Section 2.06(b)(iii8.13 (including by waiver or consent); (f) so long as no Default or Event of Default exists both before and after giving effect thereto, Dispositions consisting of Sale and Leaseback Transactions effected with the prior written consent of the Administrative Agent and the Majority Banks; (g) so long as no Default or Event of Default exists both before and after giving effect thereto, Dispositions in connection with a like-kind exchange (in accordance with the Code) of a Station or Stations on terms and conditions reasonably acceptable to make the Administrative Agent and the Majority Banks, so long as (i) the aggregate amount received for all such offer Dispositions does not exceed $100,000,000 during the period from the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated and (each such offer to prepay referred to in this clause 2.06(b)(iiiii) the Borrower provides all information and certificates required by Section 8.04(b); and (h) so long as no Default or Event of Default exists both before and after giving effect thereto, a “Disposition Proceeds Prepayment Offer”)the WTVW Disposition.

Disposition of Assets. Without limiting the obligation The Company will not and will not permit any Restricted Subsidiary to sell, lease, assign, transfer, or otherwise dispose of Borrower to obtain the consent any of their respective assets (including without limitation stock or other equity interests in any of the Administrative Agent Subsidiaries or any of the voting rights of any such stock or other equity interests); provided, however, that the following dispositions shall be permitted so long as the Company and the Restricted Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset being disposed: (i) dispositions of inventory in the ordinary course of business of the Company and its Restricted Subsidiaries; (ii) the ▇▇▇▇▇▇▇ Disposition, provided that all of the proceeds (less reasonable expenses) from the ▇▇▇▇▇▇▇ Disposition shall be applied to repay Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iii) the Shred-Tech Disposition, provided that all of the proceeds (less reasonable expenses) from the Shred-Tech Disposition shall be applied to prepay the Notes in accordance with paragraph 4A, ratably with repayment of Borrowings (as defined in the Credit Agreement) under the Credit Agreement; (iv) any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) having a Net Book Value not otherwise permitted hereunder, to exceed $25,000,000 in the event aggregate for as long as any Note remains outstanding, provided, that the with regard to any such disposition of --------- assets having a Net Available Amount Book Value in excess of $5,000,000 individually or when aggregated with all other such dispositions on or after July 30, 1999 all of the proceeds (less reasonable expenses) from such disposition or dispositions in excess of any Disposition of Borrower $5,000,000 shall exceed $1,000,000 per individual Disposition or $2,000,000 in be applied to prepay the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application Notes in accordance with paragraph 4A, ratably with repayment of Borrowings (as defined in the Permitted Working Capital Facility Documents)Credit Agreement) under the Credit Agreement; (v) disposition of assets that are worn out, obsolete or no longer used or useful in the Borrower shall, within five (5) Business Days conduct of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% business of the Net Available Amount Company and its Restricted Subsidiaries, so long as such assets are replaced with assets of such proceeds on the Quarterly Date immediately following receipt by Borrower equal or greater value; and (vi) disposition of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent assets to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise Company or any wholly-owned Restricted Subsidiary that is a Guarantor. (g) New paragraphs 6K, 6L & 6M are added to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to Note Agreement reading in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).their entireties as follows:

Disposition of Assets. Without limiting The Borrowers shall not, and shall not permit any of the obligation Restricted Subsidiaries to, at any time sell, lease, abandon, or otherwise dispose of Borrower to obtain any assets (other than assets disposed of in the ordinary course of business) without the prior written consent of the Administrative Agent to any saleMajority Lenders; provided, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided furtherhowever, that the amount prior written consent of such Net Available Amount the Lenders shall not be required for (i) not so used the transfer of assets (including cash or committed after one hundred eighty cash equivalents) among the Borrowers and the Restricted Subsidiaries (180excluding Subsidiaries of such Persons described in clause (b) days of the definition of “Subsidiary”) or the transfer of assets (including cash or cash equivalents) between or among Restricted Subsidiaries (excluding Subsidiaries of such Persons described in clause (b) of the definition of “Subsidiary”) or (ii) the disposition of assets (A) in respect any quarter that contribute, in the aggregate, together with all other assets disposed of which the Administrative Agent, acting at the direction during such quarter less than fifteen percent (15%) of Annualized Operating Cash Flow of the Required LendersBorrowers and the Restricted Subsidiaries as of the calendar quarter end immediately preceding such disposition and (B) after April 1, does not approve the acquisition(s) described 2004, that contribute, in the proposed Reinvestment Notice submitted by Borrower shall beaggregate, together with all other assets disposed of since April 1, 2004, Operating Cash Flow (Towers) and Operating Cash Flow (Other Business) of the Borrowers and the Restricted Subsidiaries for the period from April 1, 2004 through the end of the calendar quarter immediately preceding such disposition, less than twenty-five percent (25%) of the total Operating Cash Flow (Towers) and Operating Cash Flow (Other Business) of the Borrowers and the Restricted Subsidiaries for the period from April 1, 2004 through the end of the calendar quarter immediately preceding such disposition; provided, further, however, that, in each case, applied to a mandatory prepayment of the Loan pursuant to this case under clause (iii). Any such offer to prepay ii) hereof, no Default or Event of Default exists and none shall be made pursuant caused to occur as a written notice sent to result thereof. Upon any sale or disposition of a Restricted Subsidiary permitted hereunder, the Administrative Agent and the Lenders describing in reasonable detail shall, at the event giving rise Borrowers’ expense, take such actions as the Borrowers reasonably request to cause such Restricted Subsidiary to be released from its obligations under the obligation under this Section 2.06(b)(iii) Loan Documents to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), which it is a “Disposition Proceeds Prepayment Offerparty.”).

Disposition of Assets. Without limiting the obligation of Holdco Borrower to obtain the consent of the Administrative Agent certain Holdco Term Financing Parties to any sale, transfer or other disposition of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)under this Agreement, the Holdco Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably Holdco Term Obligations Ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Holdco Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Holdco Borrower submits a Reinvestment Notice to Holdco Term Loan Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)CTCI, (B) the Holdco Term Loan Administrative Agent, acting at the direction of the Required LendersHoldco Term Financing Parties, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) reinvestment plan and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are is applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Holdco Term Loan Administrative Agent, acting at the direction of the Required LendersHoldco Term Financing Parties, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Holdco Borrower shall be, in each case, applied to a mandatory prepayment of the Loan Holdco Term Obligations pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Holdco Term Loan Administrative Agent and the Lenders CTCI describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii2.05(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iiiSection 2.05(b)(iii), a “Disposition Proceeds Prepayment Offer”).

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent None of the Administrative Agent Borrowers shall, nor shall suffer or permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any saleDisposition, transfer except: (a) Dispositions of inventory, or used, worn‑out or surplus property, all in the ordinary course of business; (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 or any Subsidiaries to Red Iron and, to the extent TCC has become a Borrower hereunder pursuant to Section 2.17, TCC; (d) Dispositions by any Originator of Receivables pursuant to Receivables Purchase Facilities or other disposition Disposition of Receivables at any assets time of Toro or property its Subsidiaries, whether pursuant to a securitization facility, a factoring arrangement or other manner of monetization thereof provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000; provided further that Dispositions made in connection with any Floor Plan Financing Arrangements shall not be subject to the proviso of this clause (hereind); (i) Dispositions made in accordance with Toro’s investment policy, (ii) Dispositions made in connection with Acquisitions, (iii) Dispositions of interests in Joint Ventures; (iv) Dispositions made in connection with Swap Contracts, (v) permitted Dispositions of Subsidiaries, (vi) Dispositions in connection with purchases by Toro of shares of its capital stock and associated rights to purchase shares of Toro’s preferred stock pursuant to Toro’s shareholder rights plan to the “Disposition”extent permitted by Sections 6.11 and 7.04(c), and (vii) Dispositions of Equity Interests in Red Iron; (f) Dispositions not otherwise permitted hereunder; 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 value of all assets so sold by Toro and its Subsidiaries shall not exceed in any fiscal year 15% of the consolidated total assets of Toro and its Subsidiaries determined as of the end of the most recently ended fiscal quarter of Toro; (g) Toro or any Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey, transfer or otherwise dispose of assets to one of the Borrowers or another Wholly-Owned Subsidiary or in connection with the discontinuance of any line of business if the discontinuance of such line of business will not result in a Material Adverse Effect; (h) Dispositions or transfers of cash or other property including capital stock (i) in payment for goods or services in the event that ordinary course of business to the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 extent not otherwise prohibited hereunder and (ii) in the aggregate per annum in the aggregate per annum for all such Dispositions connection with investments, including (unless deposited into the Collection Account for application A) investments in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer Toro’s investment policy as adopted from time to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I)time, (B) extensions of credit in the Administrative Agentnature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business or extensions of credit by any Borrower to any of Toro’s Wholly-Owned Subsidiaries or by any of Toro’s Wholly-Owned Subsidiaries to any Borrower or to another of Toro’s Wholly-Owned Subsidiaries or extensions of credit made in the ordinary course of its business consistent with past practices to distributors or dealers of Toro’s and its Subsidiaries’ products, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty investments incurred in order to consummate Acquisitions, (180D) days from the date of receipt of such Net Available Amount of the Dispositioninvestments in Joint Ventures, such Net Available Amount are applied (or committed to be appliedE) to such acquisition; provided furtherinvestments under Swap Contracts, that the amount of such Net Available Amount (F) investments made in Subsidiaries, and (G) investments in Red Iron; (i) Dispositions resulting from any casualty or condemnation; (j) Dispositions in connection with Restricted Payments permitted under Section 7.04; (k) Dispositions in connection with the granting of Permitted Liens; and (l) Dispositions in connection with the payment of Contingent Obligations or Indebtedness not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)otherwise prohibited hereunder.

Disposition of Assets. Without limiting The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Sale except: (i) Asset Sales in the obligation ordinary course of business of assets held for resale in the ordinary course of business or the trade in or replacement of assets in the ordinary course of business; (ii) the concurrent exchange of a television broadcast station or of long-term Station operating assets or cash (including the Capital Stock of a Person which owns long-term Station operating assets), for which the Borrower or any Restricted Subsidiary receives cash, Cash Equivalents or Station operating assets at least equal to obtain the consent fair market value of the Administrative Agent to assets so exchanged as determined by the Borrower in good faith; provided that (v) no Default or Event of Default then exists or would result therefrom, (w) the aggregate amount of all cash and Cash Equivalents received by the Borrower or any sale, transfer or other disposition of any assets or property Restricted Subsidiary in connection with such asset exchanges shall not exceed thirty-five percent (herein, the “Disposition”35%) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in aggregate consideration for such asset exchange, (x) the aggregate per annum amount of all cash and Cash Equivalents paid by the Borrower or any of its Restricted Subsidiaries in connection with such asset exchange shall not exceed thirty-five percent (35%) of the aggregate per annum for all amount paid or transferred by the Borrower or any of its Restricted Subsidiaries in connection with such Dispositions asset exchange, (unless deposited into y) any cash or Cash Equivalents that are received by the Collection Account for application Borrower or any Subsidiary in accordance connection with the Permitted Working Capital Facility Documentsany asset exchange pursuant to this Section 7.4(a)(ii) shall be applied pursuant to Section 2.6(b)(iii), the Borrower shall, within and (z) at least five (5) Business Days prior to the completion of such exchange, the Borrower shall provide to the Administrative Agent (in each case in form and substance reasonably satisfactory to the Administrative Agent): (A) a written notification of such exchange describing the assets to be exchanged and the proposed closing date of the receipt exchange; (B) at the request of the Administrative Agent (in its sole discretion), a certificate, executed by an Authorized Signatory of the Borrower, (1) certifying that the property or other consideration received by the Borrower and its Restricted Subsidiaries is at least equal to the fair market value of the assets so exchanged, (2) attaching financial calculations specifically demonstrating either (x) the Borrower’s pro forma compliance with Section 7.7 after giving effect to such exchange (regardless of whether a Suspension Period is in effect at the time of such proceedsexchange) or (y) that the pro forma Leverage Ratio after giving effect to such exchange shall not be greater than the Leverage Ratio immediately prior to giving effect to such exchange, offer and (3) certifying that no Default or Event of Default exists or would be caused by such exchange; and (C) such other additional financial information as the Administrative Agent shall reasonably request; (iii) other Asset Sales (including any Asset Sale pursuant to a Spectrum Tender), so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) at least seventy-five percent (75%) of the consideration received in each such Asset Sale (or series of related Asset Sales) is in the form of cash or Cash Equivalents; provided that cash and Cash Equivalents shall include any Designated Non-Cash Consideration having a fair market value at the time received that, when taken together with all other Designated Non-Cash Consideration previously received and then outstanding, does not exceed $15,000,000 at the time of receipt thereof; provided further that this clause (B) shall not apply to any issuance of Capital Stock by a non-wholly owned Restricted Subsidiary to the non-Affiliate owner(s) of such Restricted Subsidiary in consideration of a contribution primary consisting of cash or assets used or useful in a Permitted Business, (C) the portion of Operating Cash Flow for the most recent Reference Period that is attributable to the assets sold or disposed of in such proposed Asset Sales and all other Asset Sales made pursuant to this Section 7.4(a)(iii) during the immediately preceding 12-month period (such portion to be determined by the Borrower in good faith, without giving effect to any such Asset Sales and, if requested by the Administrative Agent, certified by an Authorized Signatory of the Borrower), shall not exceed fifteen percent (15%) of the Operating Cash Flow for such Reference Period; provided that any Asset Sale pursuant to a Spectrum Tender shall not be subject to the limitation of this clause (C) and shall not be taken into account in determining whether the percentage of Operating Cash Flow specified in this clause (C) has been exceeded, and (D) the Net Proceeds (Asset Sales) of such Asset Sale (or series of related Asset Sales) are applied or, subject to the proviso to this clause (D), reinvested, as the case may be, pursuant to Section 2.6(b)(iii); provided that in the case of any Asset Sale pursuant to a Spectrum Tender that results in the First Lien Leverage Ratio, calculated after giving pro forma effect to such Asset Sale, being greater than 3.25 to 1.00, the Borrower shall prepay the Loan ratably Loans as provided in Section 2.6(b)(iii) in an amount equal to 100% of such Net Proceeds (Asset Sales), or if less, an amount necessary to cause such First Lien Leverage Ratio to be less than or equal to 3.25 to 1.00 (after giving effect to such prepayment) without regard to any thresholds or reinvestment provisions in Section 2.6(b)(iii); (iv) Asset Sales in the Net Available Amount form of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceedsStation Sharing Arrangements; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice at least five (5) Business Days prior to the entry into any Station Sharing Arrangement (or such later time as may be approved by the Administrative Agent in its sole discretion), the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Lenders Administrative Agent, a copy of any Shared Services Agreement, Joint Sales Agreement, Local Marketing Agreement, option agreement, put/call agreement, management services agreement and any other material agreement or document with respect to such Station Sharing Arrangement and (B) at the time of entering into such Station Sharing Arrangement (and after giving effect thereto) no more than ten percent (10%) of the Operating Cash Flow of the Borrower and its Restricted Subsidiaries, in accordance each case determined for the then applicable Reference Period, shall be attributable to Stations that are subject to Station Sharing Arrangements; (v) the sale or discount without recourse by the Borrower or any Restricted Subsidiary thereof of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (vi) leases, subleases, easements or licenses granted by the Borrower or any of its Restricted Subsidiaries to third Persons in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (vii) the disposition of any Hedge Agreement; (viii) the transfer of assets to the Borrower or any other Credit Party pursuant to any other transaction permitted pursuant to Section 5.29(f)(i)(C)(I7.4(b); (ix) dispositions of Investments in cash and Cash Equivalents; (A) the transfer by any Credit Party of its assets to any other Credit Party, (B) the Administrative Agenttransfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any such transfer, acting such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the direction time of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Asuch transfer) and (C) within one hundred eighty the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary; (180xi) days from (A) the date sale of receipt obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries and (B) the forfeiture or surrender of assets determined by the Borrower in good faith to (1) no longer be necessary in the conduct of its business in the ordinary course and (2) be required to remain in future compliance with Applicable Laws and final orders of the FCC; (xii) Asset Sales in connection with insurance and condemnation proceedings; provided that the requirements of Section 2.6(b)(iii) are complied with in connection therewith; (xiii) to the extent constituting Asset Sales, mergers, consolidations and liquidations permitted pursuant to Section 7.4(b), Restricted Payments permitted pursuant to Section 7.6, Investments permitted pursuant to Section 7.5 and Liens permitted pursuant to Section 7.2; (xiv) the sale or other disposition by the Borrower or any of its Restricted Subsidiaries of assets to the extent that such sale or other disposition is required by Applicable Laws or final order of the FCC; provided that at least seventy-five percent (75%) of the consideration received in each such Asset Sale (or series of related Asset Sales) is in the form of cash or Cash Equivalents and the Net Proceeds (Asset Sales) of such Net Available Amount Asset Sale (or series of related Asset Sales) are applied or reinvested, as the case may be, pursuant to Section 2.6(b)(iii) (it being understood and agreed that nothing in this clause (xiv) shall prohibit the transfer of assets to a divestiture trust in accordance with Applicable Laws or a final order of the DispositionFCC so long as the requirements of Section 2.6(b)(iii) are complied with when such assets are released from such divestiture trust); (xv) the sale or other disposition on or prior to the Restatement Effective Date of the Divestiture Stations (as such term is defined in the Project Future Merger Agreement) in accordance with the Project Future Merger Agreement; and (xvi) the sale or other disposition by the Borrower or a Restricted Subsidiary of real property, such Net Available Amount are applied equipment or other related assets (but in no event including any FCC License or committed to be appliedthe Capital Stock of any License Sub) to such acquisitionin connection with Tax Advantaged Transactions; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction aggregate fair market value of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment property and assets sold or disposed of the Loan pursuant to this clause (iii). Any such offer to prepay xvi) shall be made pursuant to a written notice sent not exceed an aggregate amount equal to the Administrative Agent greater of (x) $75,000,000 and (y) two percent (2.0%) of Consolidated Total Assets (calculated at the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make time of such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”sale or other disposition).

Disposition of Assets. Without limiting The Parent Guarantors and the obligation Borrower will not, and will not suffer or permit any of their respective Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) any Nexstar Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of the Borrower that are Guarantors, or the Borrower after prior written notice to obtain the consent of the Administrative Agent to any sale, transfer or other disposition of any assets or property (herein, describing the “Disposition”) not otherwise permitted hereunder, in Disposition and compliance by the event that transferee with the Net Available Amount applicable terms of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions Security Documents; (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)b) so long as no Default exists before and after giving pro forma effect thereto, the Borrower shall, within five (5) Business Days or any Subsidiary of the receipt Borrower may agree to and make Dispositions of Stations, assets and properties, including without limitation Real Properties, so long as (i) all proceeds and compensation received for each such proceedsDisposition is 100% cash, offer to prepay the Loan ratably in an amount equal to (ii) 100% of the Net Available Amount Cash Proceeds are used to prepay the Loans in accordance with the terms of such proceeds on Section 2.06(b) (except as provided in Section 2.06(b)), (iii) any television station owned by the Quarterly Date immediately following receipt Mission Borrower in the same market is sold by the Mission Borrower concurrently with the Disposition of any television station owned by the Borrower (and in accordance with the terms of the relevant proceeds; provided that Mission Credit Agreement), and (iv) at least 5 Business Days prior to the consummation of any proposed Disposition generating Net Cash Proceeds in excess of $5,000,000, or at such Net Available Amount later time as agreed to by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent a certificate of the Disposition Borrower executed on its behalf by a Responsible Officer of the Borrower, which certificate shall be excluded from the prepayment requirements of this clause if contain (A) financial projections of the Borrower submits and its Subsidiaries attached to such certificate which have been prepared on a Reinvestment Notice Pro Forma Basis (giving effect to Administrative Agent the consummation of such Disposition and any related repayment of Indebtedness) for the Lenders period from the proposed date of the consummation of any proposed Disposition to the Maturity Date of the latest to mature of the Loans demonstrating compliance for such period with the covenants set forth in accordance with Section 5.29(f)(i)(C)(I)7.09, (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent certification to the Administrative Agent and the Lenders describing that all representations and warranties set forth in reasonable detail this Agreement and the event other Loan Documents are true and correct as of such date and will be true and correct both before and after giving rise effect to such Disposition, (C) a certification that no Default exists both before and after giving effect to such Disposition, (D) a certification that the consideration received by the Borrower or Subsidiary in connection with such Disposition is at least equal to the obligation fair market value of Stations, assets and properties disposed of, and (E) a resolution of the board of directors of the Borrower or such Subsidiary determining the fair market value of the Stations, assets and properties disposed of in connection with such Disposition; (c) Dispositions permitted by Section 7.04(c) and (d); (d) Dispositions of cash or Cash Equivalents, unless such cash or Cash Equivalents are in a Cash Collateral Account or otherwise prohibited under this Section 2.06(b)(iiiAgreement or the other Loan Documents; (e) to make so long as (i) no Default exists both before and after giving effect thereto, (ii) all proceeds and compensation received for such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).is 100% cash,

Disposition of Assets. Without limiting No Credit Party will, nor will it permit any of its Subsidiaries to, make any Asset Disposition (including, without limitation, any Sale and Leaseback Transaction) unless (a) the obligation consideration paid in connection therewith shall be cash or Cash Equivalents, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is permitted by the terms of Borrower to obtain Section 8.6, (c) such transaction does not involve the consent of the Administrative Agent to any sale, transfer sale or other disposition of a minority equity interest in any Credit Party, (d) the aggregate net book value of all of the assets sold or property otherwise disposed of by the Credit Parties in all such transactions after the Closing Date shall not exceed $5,000,000 and (hereine) no later than 30 days after such Asset Disposition, the “Agent and the Lenders shall have received a certificate of an officer of the Borrower specifying the date of such Asset Disposition”) not , briefly describing the assets sold or otherwise permitted hereunderdisposed of and setting forth the net book value of such assets, in the event that aggregate consideration and the Net Available Amount Cash Proceeds to be received for such assets in connection with such Asset Disposition, and thereafter the Credit Parties shall, within the period of 180 days following the proceeds consummation of such Asset Disposition (with respect to any such Asset Disposition, the "Application Period"), apply (or cause to be ------------------ applied) an amount equal to the Net Cash Proceeds of such Asset Disposition of Borrower shall exceed $1,000,000 per individual Disposition to (i) make Eligible Reinvestments or $2,000,000 in (ii) prepay the aggregate per annum in the aggregate per annum for all such Dispositions Loans (unless deposited into the Collection Account for application and cash collateralize LOC Obligations) in accordance with the Permitted Working Capital Facility Documentsterms of Section 3.3(b)(iii), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% . Pending final application of the Net Available Amount Cash Proceeds of any Asset Disposition, the Credit Parties may apply such proceeds on Net Cash Proceeds to temporarily reduce the Quarterly Date immediately following receipt Revolving Loans or to make Investments in Cash Equivalents. Upon a sale of Property permitted by Borrower this Section 8.5, the Agent shall promptly deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the relevant proceeds; provided that Lenders' security interest in such Net Available Amount Property, including, without limitation, amendments or terminations of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)UCC financing statements.

Disposition of Assets. Without limiting the obligation The Parent Borrower will not, and will not permit any of Borrower to obtain the consent its Subsidiaries to, Dispose of any asset, including any Capital Stock owned by it (other than Capital Stock of the Parent Borrower held in treasury by the Parent Borrower), nor will the Parent Borrower permit any of it Subsidiaries to issue any additional Capital Stock of such Subsidiary, except: (a) (i) sales of inventory, obsolete or worn out equipment and Permitted Investments and (ii) leases or licenses of real or personal property, in each case in the ordinary course of business; (b) Dispositions to the Parent Borrower or a Subsidiary; provided that any such Dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.5; (c) sales of Receivables and related assets or an interest therein (i) of the type specified in the definition of “Qualified Receivables Transaction” pursuant to a Qualified Receivables Transaction, provided that (A) each such transaction shall be a Qualified Receivables Transaction, as agreed by the Administrative Agent Agent, and (B) the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such Qualified Receivables Transactions permitted by this clause (i) shall not exceed $250,000,000 and (ii) in connection with a European Receivables Securitization, provided that the Dollar Equivalent of the aggregate amount of Receivables Transaction Attributed Indebtedness at any time outstanding in respect of all such European Receivables Securitizations shall not exceed $50,000,000; (d) Dispositions of assets that are not permitted by any other paragraph of this Section; provided that (i) the aggregate gross proceeds (including any non-cash proceeds, determined on the basis of face amount in the case of notes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (d) shall not exceed, (A) during the period commencing on the Amendment/Restatement Effective Date and ending on December 31, 2003, an amount equal to any sale, transfer or other disposition the sum of (x) 10% of the Total Consolidated Assets and (y) $300,000,000 of amounts carried over from the 2002 fiscal year pursuant to Section 6.6(d) of the Existing Credit Agreement and (B) in the case of any assets fiscal year of the Parent Borrower thereafter, 10% of the Total Consolidated Assets (provided, that (x) any such amount referred to in this clause (i), if not so utilized in the fiscal year (or property period) for which it is permitted, may be carried over for utilization in the next succeeding fiscal year and (hereiny) Dispositions made pursuant to this paragraph during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided in this clause (i) and, second, in respect of amounts carried over from the prior fiscal year (or period) pursuant to clause (x) above); and (ii) all Dispositions permitted by this paragraph (d) shall be made for fair value and for at least 75% cash consideration; and (e) Dispositions by the Parent Borrower of all or any portion of its interest in the ▇▇▇▇▇▇▇ ▇▇; provided that all Dispositions permitted by this paragraph (e) shall be made for fair value and for at least 85% cash consideration. For purposes of paragraphs (d) and (e) of this Section 6.6, (i) the following will be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than subordinated Indebtedness or preferred stock) of the Parent Borrower or of any Subsidiary (in which case, the Parent or such Subsidiary will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (b)(ii) of the definition of “DispositionNet Proceeds”) not otherwise permitted hereunder), in the event provided that the Net Available Amount amount of the proceeds of any Disposition of Borrower assumed Indebtedness that is deemed to be cash shall not exceed $1,000,000 per individual Disposition or $2,000,000 200,000,000 in the aggregate per annum from and after the Amendment/Restatement Effective Date; (B) securities, notes or other obligations received by the Parent Borrower or any Subsidiary from the transferee that are promptly (subject to ordinary settlement periods) converted, sold or exchanged within 30 days of receipt thereof by the Parent Borrower or such Subsidiary into cash (to the extent of the cash received in such conversion, sale or exchange); and (C) in the case of any particular Disposition, promissory notes received by the Parent Borrower or any Subsidiary from the transferee having an aggregate per annum for all such Dispositions principal amount not to exceed $10,000,000; and (unless deposited into ii) in the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)case of a Disposition consisting of an Asset Swap, the Parent Borrower shall, within five (5) Business Days of the receipt of or such proceeds, offer Subsidiary shall only be required to prepay the Loan ratably receive cash in an amount equal to 100at least 75% of the Net Available Amount proceeds of such proceeds on the Quarterly Date immediately following receipt by Borrower Disposition which are not part of the relevant proceeds; Asset Swap, provided that at the time of such Net Available Amount Asset Swap, after giving effect thereto, the aggregate fair value (as determined at the time of such related Asset Swap and not subject to later revaluation) of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction assets of the Required Lenders, approves Parent Borrower and its Subsidiaries that are the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) subject of all such Asset Swaps from and (C) within one hundred eighty (180) days from after the date of receipt of such Net Available Amount Amendment/Restatement Effective Date shall not exceed an amount equal to 15% of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)Total Consolidated Assets.

Disposition of Assets. Without limiting Except (i) to the obligation extent the Net Cash Proceeds thereof do not exceed $15,000,000 and (ii) for Permitted Dispositions, consummate any Sale of Borrower to obtain Grantor or Disposition of any Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or any other properties or assets that constitute Collateral under the consent terms of the Administrative Agent Loan Documents (including, without limitation, applicable Additional Collateral) (whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a Disposition for purposes of this covenant)), take any saleaction that could materially diminish the fair market value of Pacific Routes, transfer Pacific Route Slots, Pacific Route Gate Leaseholds, or any other disposition properties or assets that constitute Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral), taken as a whole, or agree to do any of the foregoing at any future time (or take or consummate any series of such related actions), except that: (a) any involuntary Disposition of any Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or any other properties or assets or property (herein, that constitute Collateral under the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount terms of the proceeds of any Disposition of Borrower Loan Documents (including, without limitation, applicable Additional Collateral) shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), be permitted if the Borrower shall, within five (5) Business Days of the receipt of such proceeds45 days thereafter, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if either (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders pledge Additional Collateral in accordance with Section 5.29(f)(i)(C)(I)5.14(b) to the extent necessary to enable the Borrower to comply with Section 6.06 , or (B) prepay the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan Loans in accordance with Section 5.29(f)(ii)(A2.12(a) and in an amount sufficient to enable the Borrower to comply with Section 6.06; and (Cb) within one hundred eighty (180) days from any voluntary Disposition of Pacific Routes, Pacific Route Slots, Pacific Route Gate Leaseholds, or other properties or assets that constitute Collateral under the date of receipt of such Net Available Amount terms of the DispositionLoan Documents (including, such Net Available Amount are applied (without limitation, applicable Additional Collateral), or committed to voluntary Sale of Grantor, shall be applied) to such acquisition; permitted provided further, that the amount of such Net Available Amount (i) not so used the Borrower shall, within 45 days thereafter, either (A) pledge Additional Collateral in accordance with Section 5.14(b) to the extent necessary to enable the Borrower to comply with Section 6.06 , or committed after one hundred eighty (180B) days or prepay the Loans in accordance with Section 2.12(a) in an amount sufficient to enable the Borrower to comply with Section 6.06; (ii) no Event of Default shall have occurred and be continuing, both before and after giving effect to such Disposition or Sale of Grantor; provided that nothing contained in respect this Section 6.10 is intended to excuse performance by the Borrower or any Guarantor of which the Administrative Agent, acting at the direction any requirement of any Collateral Document that would be applicable to a Disposition or Sale of Grantor permitted hereunder; provided further that no such Disposition or Sale of Grantor may be made to a Subsidiary of the Required Lenders, does Borrower that is not approve a Guarantor and a Grantor unless such Subsidiary becomes a Guarantor and a Grantor concurrently with the acquisition(s) described consummation of such Disposition or Sale of Grantor in the proposed Reinvestment Notice submitted manner contemplated by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent Section 5.14 and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)5.16.

Disposition of Assets. Without limiting (a) The Borrower shall not, and shall not permit any Subsidiary to, consummate any Asset Sale, except for the obligation Digital Hospital Transaction, the Permitted Asset Sale, Permitted Syndicated Interest Sales, Specified Sale and Leaseback Transactions and Asset Sales that constitute investments permitted under Section 6.02(i), if, after giving effect thereto, the aggregate book value of Borrower to obtain all assets (including Equity Interests of Subsidiaries) sold, transferred or otherwise disposed of in Asset Sales (other than the consent Digital Hospital Transaction, the Permitted Asset Sale, Permitted Syndicated Interest Sales, Specified Sale and Leaseback Transactions and Asset Sales that constitute investments permitted under Section 6.02(i)) after the date hereof would exceed the greater of $100,000,000 and 5% of Consolidated Tangible Assets of the Administrative Agent Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower shall have been delivered under Section 5.01 (or, prior to any sale, transfer or other disposition the delivery of any assets or property (hereinsuch financial statements, the “Disposition”) not otherwise permitted hereunderas of December 31, 2004). Except as provided in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility DocumentsSection 6.03(b), the Borrower shallshall not permit any Subsidiary to issue any additional Equity Interests of such Subsidiary. The Borrower shall not, within five and shall not permit any Subsidiary to, consummate any Asset Sale (5other than Syndications) Business Days that would result in a Wholly Owned Subsidiary of the receipt Borrower continuing to be a Subsidiary but ceasing to be a Wholly Owned Subsidiary of the Borrower. (b) The Borrower shall not, and shall not permit any of the Subsidiaries to, consummate any Asset Sale permitted under paragraph (a) above (except for Asset Sales that constitute investments permitted under Section 6.02(i)) unless (i) the Borrower or such Subsidiary receives consideration at the time of such proceeds, offer to prepay the Loan ratably in an amount Asset Sale at least equal to 100the Fair Market Value of the assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing and (iii) at least 75% of the Net Available Amount consideration received by the Borrower or such Subsidiary therefor is in the form of such proceeds on cash or cash equivalents paid at the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided closing thereof, provided, however, that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (iii) shall not apply (A) Borrower submits a Reinvestment Notice if, after giving effect to Administrative Agent such Asset Sale, the aggregate principal amount of all notes or similar debt obligations and the Lenders Fair Market Value of all equity securities and other non-cash consideration received by the Borrower from all Asset Sales since the Effective Date (other than (1) non-cash consideration received in Asset Sales covered by the following clause (B) and (2) such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash and applied in accordance with Section 5.29(f)(i)(C)(I2.11(c)) would not exceed the greater of $100,000,000 and 5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower shall have been delivered under Section 5.01 (or, prior to the delivery of any such financial statements, as of December 31, 2004) and (B) to Asset Sales for which the Administrative Agentnon-cash consideration exceeds 25%, acting at the direction Net Proceeds of which do not exceed $30,000,000 in the aggregate. The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Required LendersBorrower or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Subsidiary, approves as the proposed Reinvestment Plan case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are promptly converted, sold or exchanged by the Borrower or such Subsidiary for cash (to the extent of the cash actually so received), shall be deemed to be cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”2.11(c).

Disposition of Assets. Without limiting The Borrower will not, and will not suffer or permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) any Mission Entity may make and agree to make Dispositions to Wholly-Owned Subsidiaries of the obligation of Borrower or the Borrower after prior written notice to obtain the consent of the Administrative Agent describing the Disposition and compliance by the transferee with the applicable terms of the Security Documents; (b) so long as no Default or Event of Default exists both before and after giving effect thereto, the Borrower or any Subsidiary of the Borrower may agree to any sale, transfer and make Dispositions of Stations or other disposition the Capital Stock of any assets or property (herein, the “Disposition”) not otherwise permitted hereunder, in the event that the Net Available Amount Subsidiary of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in so long as (i) the aggregate per annum in the aggregate per annum amount received for all such Dispositions by the Mission Entities and the Nexstar Entities does not exceed $30,000,000 in any Fiscal Year or $60,000,000 during the period from the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated, and (unless deposited into ii) at least 10 Business Days prior to the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)consummation of any proposed Disposition, the Borrower shall, within five (5) Business Days of shall have delivered to the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if Administrative Agent (A) a certificate of the Borrower submits executed on its behalf by a Reinvestment Notice Responsible Officer of the Borrower, which certificate shall contain (x) financial projections of the Mission Entities, the Nexstar Borrower and its Subsidiaries attached to Administrative Agent such certificate which have been prepared on a Pro Forma Basis (giving effect to the consummation of such Disposition and any related repayment of Indebtedness) for the Lenders period from the proposed date of the consummation of any proposed Disposition to the Stated Maturity Date of the latest to mature of the Loans demonstrating compliance for such period with the covenants set forth in accordance with Section 5.29(f)(i)(C)(I)8.09 of the Nexstar Credit Agreement, (By) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent certification to the Administrative Agent and the Lenders describing Banks that all representations and warranties set forth in reasonable detail this Agreement and the event other Loan Documents are true and correct as of such date and will be true and correct both before and after giving rise effect to such Disposition and (z) a certification that no Default or Event of Default exists both before and after giving effect to such Disposition and (B) a Pro Forma Compliance Certificate for the then applicable Measurement Period giving effect to the obligation consummation of such Disposition and any related repayment of Indebtedness; (c) Dispositions permitted by Section 8.04(c) and (d); (d) Dispositions of cash or Cash Equivalents, unless otherwise prohibited under this Agreement or the other Loan Documents; (e) Dispositions of Capital Stock permitted under Section 2.06(b)(iii8.12 (including by waiver or consent); (f) so long as no Default or Event of Default exists both before and after giving effect thereto, Dispositions consisting of Sale and Leaseback Transactions effected with the prior written consent of the Administrative Agent and the Majority Banks; and (g) so long as no Default or Event of Default exists both before and after giving effect thereto, Dispositions in connection with a like-kind exchange (in accordance with the Code) of a Station or Stations on terms and conditions reasonably acceptable to make the Administrative Agent and the Majority Banks, so long as (i) the aggregate amount received for all such offer Dispositions does not exceed $100,000,000 during the period from the Effective Date until the date the Obligations have been paid in full and the Commitments have been terminated and (each such offer ii) the Borrower provides all information and certificates required by Section 8.04(b); and (h) a Disposition pursuant to prepay referred to the exercise of any option described in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”Section 8.02(l).

Disposition of Assets. Without limiting (a) The Borrower shall not, and shall not permit any Subsidiary to, consummate any Asset Sale, except for the obligation Digital Hospital Transaction, the Permitted Asset Sale and Specified Sale and Leaseback Transactions unless (i) the Borrower or such Subsidiary receives consideration at the time of Borrower such Asset Sale at least equal to obtain the consent Fair Market Value of the Administrative Agent assets included in such Asset Sale, (ii) immediately before and immediately after giving effect to any salesuch Asset Sale, transfer no Default or other disposition Event of any assets or property Default shall have occurred and be continuing and (herein, the “Disposition”iii) not otherwise permitted hereunder, in the event that the Net Available Amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents), the Borrower shall, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100at least 75% of the Net Available Amount consideration received by the Borrower or such Subsidiary therefor is in the form of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting cash paid at the direction of the Required Lendersclosing thereof, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Dispositionprovided, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided furtherhowever, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii) shall not apply (A) if, after giving effect to such Asset Sale, the aggregate principal amount of all notes or similar debt obligations and the Fair Market Value of all equity securities and other non-cash consideration received by the Borrower from all Asset Sales since the Effective Date (other than (1) non-cash consideration received in Asset Sales covered by the following clause (B) and (2) such notes or similar debt obligations and such equity securities converted into or otherwise disposed of for cash) would not exceed the greater of $25,000,000 and 2.5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower shall have been delivered after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) and (B) to Asset Sales for which the non-cash consideration exceeds 25%, the Net Proceeds of which do not exceed $25,000,000 in the aggregate. The amount (without duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of the Borrower or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Borrower or such Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness and (y) any notes, securities or similar obligations or items of property received from such transferee that are promptly converted, sold or exchanged by the Borrower or such Subsidiary for cash (to the extent of the cash actually so received). Any such offer to prepay , shall be made pursuant deemed to a written notice sent be cash for purposes of this Section. If at any time any non-cash consideration received by the Borrower or such Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make any such offer (each such offer to prepay referred to in this clause 2.06(b)(iiinon-cash consideration), a “Disposition Proceeds Prepayment Offer”)then the date of such conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder.

Disposition of Assets. Without limiting Except as provided in Section 10.6, the obligation of Borrower to obtain the consent of the Administrative Agent to Company will not and will not permit any saleSubsidiary to, directly or indirectly, sell, lease, transfer or other disposition otherwise dispose of any assets or property (herein, the collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2013 and ending on the date of such proposed Disposition does not otherwise permitted hereunderexceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) any Disposition in the event ordinary course of business; (b) the Disposition of the Company’s Electric Systems Work Center Facility located in Shelton, Connecticut; (c) Sale and Leaseback Transactions permitted by Section 10.4; and (d) any other Disposition for fair value to the extent that the Net Available Proceeds Amount of such Disposition is applied within 360 days after the proceeds date thereof (i) to the acquisition of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 other assets for use in the aggregate per annum business of the Company or any Subsidiary (such assets not to include cash or marketable securities) or (ii) to reduce outstanding unsubordinated Indebtedness of the Company or any Subsidiary (other than Indebtedness owed to the Company or a Subsidiary); provided, however, that, in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)respect of prepayments of unsubordinated Indebtedness, the Borrower shall, within five (5) Business Days of the receipt of such proceeds, Company shall offer to prepay the Loan ratably in an amount equal to 100% Notes pro rata with all other such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt Notes to be calculated by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if multiplying (A) Borrower submits a Reinvestment Notice the aggregate principal amount of unsubordinated Indebtedness to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), be so repaid by (B) a fraction, the Administrative Agent, acting at numerator of which is the direction aggregate principal amount of Notes then outstanding and the Required Lenders, approves denominator of which is the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(Aaggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) and (C) within one hundred eighty (180) days from the date of receipt that may receive any portion of such Net Available Amount of prepayment. It is understood and agreed by the Disposition, Company that any such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, proceeds paid and applied to a mandatory the prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay Notes as hereinabove provided shall be made pursuant to a written notice sent offered and prepaid as and to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).extent provided below:

Disposition of Assets. Without limiting the obligation The Borrower shall not, and shall not suffer or permit any of Borrower to obtain the consent of the Administrative Agent to any saleits Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or other disposition otherwise dispose of (whether in one or a series of transactions) any assets Property (including accounts and notes receivable, with or property without recourse) or enter into any agreement to do any of the foregoing, except, with respect to the Borrower's Subsidiaries and in each instance, provided the same is permitted, and solely to the extent permitted, under the High Yield Unsecured Documents: (hereina) dispositions of inventory, or used, worn-out or surplus equipment, all in the “Disposition”Ordinary Course of Business; and (b) dispositions not otherwise permitted hereunder, hereunder which are made for fair market value and the mandatory prepayment in the event that amount of the Net Available Amount Proceeds of such disposition is made as provided in Section 1.8; PROVIDED, that (i) at the proceeds time of any Disposition disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, (iii) the aggregate fair market value of all assets so sold by the Borrower's Subsidiaries, together, shall not exceed in any fiscal year $2,000,000, (iv) if the aggregate Net Proceeds received by the Borrower shall exceed and its Subsidiaries for all dispositions and Events of Loss occurring during the current fiscal year exceeds $1,000,000 per individual Disposition or $2,000,000 1,000,000, and such dispositions and Events of Loss involved machinery, equipment and/or real Property that previously was included in the aggregate per annum "Borrowing Base" under the Borrowing Base Certificate then in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)effect, the Borrower shall, within five (5) Business Days shall have delivered to the Agent a replacement Borrowing Base Certificate setting forth the calculation of the receipt "Borrowing Base" after giving effect to such dispositions and/or Events of such proceedsLoss and, offer to prepay if requested by the Loan ratably in an amount equal to 100% Agent, appraisals of the Net Available Amount of remaining equipment, machinery and/or real Property to be included in such proceeds on "Borrowing Base", and (v) after giving effect to such disposition, the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from in compliance on a pro forma basis with the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and covenants set forth in Article VI, recomputed for the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used or committed after one hundred eighty (180) days or (ii) in respect of most recent quarter for which the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)financial statements have been delivered.

Disposition of Assets. Without limiting The Borrower will not directly or indirectly sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any property (including accounts and notes receivable, with or without recourse, and Capital Stock of Subsidiaries) or enter into any agreement to do any of the obligation foregoing, except: (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (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 applied with reasonable promptness to the purchase price of such replacement equipment; and (c) other sales, leases, transfers or other dispositions of property by the Borrower to obtain (including Capital Stock of Subsidiaries) whose net book value in the aggregate does not exceed fifty percent (50%) of the Borrower's consolidated assets as shown on its balance sheet for its most recent prior fiscal quarter so long as no Default or Event of Default has occurred and is continuing or would result therefrom; provided, that, absent the written consent of the Administrative Agent Required Lenders, the Borrower shall not sell, lease, transfer or otherwise dispose of any of the Capital Stock of Mineral Holdings or AIHL, except that the written consent of the Required Lenders to any such sale, lease, transfer or other disposition of any assets of the Capital Stock of Mineral Holdings or property AIHL shall not be required (hereini) for any issuances of Capital Stock by Mineral Holdings in connection with employee compensation and incentive arrangements, or (ii) to the “Disposition”) not otherwise permitted hereunder, extent that the proceeds therefrom are used to reduce ratably the Commitments under this Agreement (whereupon in the event that the Net Available Amount aggregate principal amount of Loans outstanding at such time shall exceed the aggregate Commitments at such time after giving effect to such reduction, the Borrower will immediately prepay the outstanding principal amount of the proceeds of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 Loans in the aggregate per annum in the aggregate per annum for all amount of such Dispositions (unless deposited into the Collection Account for application excess in accordance with the Permitted Working Capital Facility DocumentsSECTION 2.6(a) of this Agreement), nor shall the Borrower shallBorrower, within five (5) Business Days of absent the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount of the Disposition shall be excluded from the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction written consent of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt of such Net Available Amount of the Disposition, such Net Available Amount are applied (or committed to be applied) to such acquisition; provided further, that the amount of such Net Available Amount (i) not so used permit Mineral Holdings, directly or committed after one hundred eighty indirectly, to sell, lease, transfer or otherwise dispose of any properties or assets, tangible or intangible, now owned or hereafter acquired, representing more than fifty percent (18050%) days of the consolidated assets of Mineral Holdings as shown on its balance sheet for the most recent prior fiscal quarter, or (ii) in respect permit AIHL, directly or indirectly, to sell, lease, transfer or otherwise dispose of which the Administrative Agentany properties or assets, acting at the direction tangible or intangible, now owned or hereafter acquired, representing more than fifty percent (50%) of the Required Lenders, does not approve consolidated assets of AIHL as shown on its balance sheet for the acquisition(s) described in the proposed Reinvestment Notice submitted by Borrower shall be, in each case, applied to a mandatory prepayment of the Loan pursuant to this clause (iii). Any such offer to prepay shall be made pursuant to a written notice sent to the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”)most recent prior fiscal quarter.

Disposition of Assets. Without limiting the obligation of Borrower to obtain the consent of the Administrative Agent to any sale, transfer No Group Member will sell or other disposition otherwise dispose of any assets or property (hereinincluding, without limitation, the “Disposition”capital stock of any Subsidiary), except for (a) not otherwise permitted hereundersales of inventory, fixtures and equipment in the event ordinary course of business; (b) dispositions of surplus, obsolete, negligible or uneconomical assets including plants currently shut down or shut down in the future; (c) intercompany sales or other intercompany transfers of assets 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 Net Available Amount of the proceeds compromise or collection thereof, and not as part of any Disposition of Borrower shall exceed $1,000,000 per individual Disposition or $2,000,000 in the aggregate per annum in the aggregate per annum for all such Dispositions (unless deposited into the Collection Account for application in accordance with the Permitted Working Capital Facility Documents)transaction, the Borrower shallprimary purpose of which is to provide financing for Holdco and its Subsidiaries, within five (5) Business Days of the receipt of such proceeds, offer to prepay the Loan ratably in an amount equal to 100% of the Net Available Amount of such proceeds on the Quarterly Date immediately following receipt by Borrower of the relevant proceeds; provided that such Net Available Amount accounts receivable were not included as Eligible Accounts Receivable in the Borrowing Base Certificate most recently delivered or, if so included, the exclusion of such accounts receivable from the Borrowing Base (after giving effect to any concurrent prepayment of the Disposition Loans) would not cause the Total Revolving Credit Commitment Usage to exceed the Borrowing Base; (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 be excluded from not exceed a principal amount of €25,000,000, or the prepayment requirements of this clause if (A) Borrower submits a Reinvestment Notice to Administrative Agent and the Lenders in accordance with Section 5.29(f)(i)(C)(I), (B) the Administrative Agent, acting at the direction of the Required Lenders, approves the proposed Reinvestment Plan in accordance with Section 5.29(f)(ii)(A) and (C) within one hundred eighty (180) days from the date of receipt equivalent of such Net Available Amount of the Dispositionamount, such Net Available Amount are applied (or committed to be applied) to such acquisitionat any one time outstanding; provided further, that the amount of any such Net Available Amount financing shall be deemed to be Indebtedness hereunder and shall not exceed the total amount of Indebtedness permitted to be incurred pursuant to Section 6.03(g); (f) each of Holdco and its Subsidiaries may grant licenses, sublicenses, leases or subleases in the ordinary course of business to other Persons not materially interfering with the conduct of the business of Holdco or any of its Subsidiaries, in each case so long as no such grant would adversely affect any Collateral or the Agent’s rights or remedies with respect thereto; (g) sales, transfers and dispositions of (i) not so used or committed after one hundred eighty Investments (180excluding Investments in the Equity Interests of any Subsidiary) days or permitted by clauses (b), (c), (k) and (o) of Section 6.05 and (ii) in respect of which other Investments to the Administrative Agent, acting at the direction of the Required Lenders, does not approve the acquisition(s) described extent required by or made pursuant to customary buy/sell arrangements made in the proposed Reinvestment Notice submitted by Borrower shall beordinary course of business between the parties to agreements related thereto; provided, in each case, applied that such sales, transfer or dispositions are made for fair value and for at least 80% cash consideration; (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 Group Member or its Subsidiaries; (i) sales, transfers and dispositions to the extent necessary to effect a mandatory prepayment transaction otherwise permitted under Section 6.02; provided that if in connection with such transaction the direct or indirect interest of Holdco in a Group Member is reduced, such transaction shall be treated as a disposition of such interest to the Loan pursuant to extent of such reduction for purposes of this Section 6.06 which is permitted if and only if permitted by a clause other than this clause (iiii). Any such offer ; (j) Holdco and its Subsidiaries may sell the assets described on Schedule 6.06(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 prepay shall be made pursuant to exceed $50,000,000; and (l) other sales of assets having a written notice sent to fair market value not in excess of $20,000,000 in the Administrative Agent and the Lenders describing in reasonable detail the event giving rise to the obligation under this Section 2.06(b)(iii) to make such offer (each such offer to prepay referred to in this clause 2.06(b)(iii), a “Disposition Proceeds Prepayment Offer”).aggregate