Common use of Disposition of Property Clause in Contracts

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) transactions in the ordinary course of business involving current assets or other assets classified in the Borrower’s balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio and intra-Group Member capital contributions in the ordinary course of business; (b) the Disposition of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business; (d) the transfer by any Subsidiary of the Borrower of its assets to any other Subsidiary of the Borrower; (e) the license (as licensor) of intellectual property so long as such license does not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (g) the granting or existence of Liens (and foreclosure thereon) not prohibited by this Agreement; (h) the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of the Borrower or any of its Subsidiaries; (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do dividends not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofprohibited by Section 7.4; (cj) any ceding of insurance or reinsurance in the ordinary course of business; (k) Dispositions permitted by Sections 7.4(a), (b) and (eSection 7.10(d)(i); (dl) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryRevolving Borrower; (em) Dispositions of the equity interests in a Subsidiary to a Wholly Owned Subsidiary of the Borrower; (n) Any Disposition as to which the proceeds are applied to the Obligations of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to Borrower under this paragraph (e), after giving effect to such Disposition, does not exceed Agreement; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for or such fiscal year as determined immediately prior to Subsidiary receives consideration at the time of such Disposition at least equal to the fair market value (as determined at the time of contractually agreeing to such Disposition) of the assets sold or otherwise disposed of and (ii) at such consideration is in the form of cash or Cash Equivalents; and (o) Dispositions of other property during any time, 25fiscal year of the Borrower having an aggregate fair market value not to exceed 10% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at last day of the Original Closing Dateprior fiscal year of the Borrower; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of inventory, equipment, cash and Cash Equivalents, in each case, in the ordinary course of business, ; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor or on a pro rata basis to the owners of its Capital Stock; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereofthereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (cf) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) licenses and sublicenses and similar rights granted with respect to Intellectual Property granted in the ordinary course of business; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is not a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Sections 7.4(aSection 7.7, (ii) Dispositions of assets to the extent that such Disposition constitutes a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) any sale, issuance, conveyance, transfer, participation, factoring, lease or other disposition of Securitization Assets in connection with a Qualified Securitization Transaction; (n) other Dispositions of assets (including Capital Stock); provided that (A) it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (bB) at least 75% of the total consideration for any such Disposition in excess of $10,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (C) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists) and (eD) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (B) above, the following shall be deemed to be cash: (I) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (II) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (III) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (do) other Dispositions in any fiscal year of other property having a fair market value not to exceed 7.5% of Consolidated Total Assets when made; provided that (i) the sale requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith and (ii) no Event of Default then exists or issuance would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of any Subsidiary’s Default exists); (p) Dispositions (i) to or by the Insurance Subsidiary of Capital Stock of the Borrower, (iii) to or by the Insurance Subsidiary of Indebtedness described in Section 7.2(r) to the Borrower or any Wholly Owned Subsidiary that is a Loan PartyParty and (iii) by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the Insurance Subsidiary to pay expenses and to make payments on insurance claims of the Borrower or any of its Restricted Subsidiaries with the proceeds of such Disposition; (q) Dispositions of real property in the ordinary course to the extent such real property is Disposed of for fair market value and the proceeds of such Disposition are applied within 360 days to the purchase price of similar or replacement real property; (r) Dispositions of non-core assets acquired in connection with any acquisition or Investment permitted hereunder; provided that (i) the Consolidated EBITDA generated by such non-core assets (as determined by the Borrower in good faith) shall not have been included in the calculation of Consolidated EBITDA in respect of any testing of ratios or governors on a Pro Forma Basis in connection with such acquisition, and (ii) to no Event of Default exists on the extent such sale or issuance date on which the definitive agreement governing the relevant Disposition is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiariesexecuted; and (is) Dispositions of the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomicMexico Operations for fair market value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory and other assets (including loans, securities and derivatives) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of (i) any Subsidiary to the Borrower or any Loan Party, and Guarantor or (ii) to the extent such sale or issuance any Subsidiary that is an Investment permitted by Section 7.7(f), not a Guarantor to any other SubsidiarySubsidiary that is not a Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in the sale by any fiscal yearLoan Party of its property or assets to another Loan Party, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at the sale by any time, 25% Subsidiary (other than a Broker-Dealer Subsidiary) that is not a Guarantor of the greater of (x) consolidated tangible its property or assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, another Subsidiary that is not a Guarantor and (yiii) consolidated tangible the sale by a Broker-Dealer Subsidiary of its property or assets of the Borrower and its Subsidiaries at the Original Closing Date;to another Broker-Dealer Subsidiary that shall not have any Indebtedness not permitted to be incurred under Section 6.2 (other than paragraph (c) thereof). (f) the Disposition of Investments any Restricted Payment or Investment that is permitted pursuant to clauses (b)be made, (i)and is made, (j)under Section 6.6 or 6.8, (k) and (l) of Section 7.7respectively; (g) the Disposition lease, assignment or sublease of assets any real or personal property in connection with Sale-Leaseback Transactions permitted by Section 7.10the ordinary course of business; (h) sales or grants of licenses or sublicenses to use the Disposition Borrower’s or any of foreign assets its Subsidiaries’ trademarks, patents, trade secrets, know-how or other intellectual property and Dispositions by Excluded Foreign Subsidiariestechnology to the extent that such sale, license or sublicense does not prohibit the licensor from using such trademark, patent, trade secret, know-how, technology or other intellectual property and is in the ordinary course of business; and (i) the Disposition of (i) surplus other property not in the ordinary course of business having a fair market value not to exceed, in the aggregate for any fiscal year of the Borrower, $3,000,000; provided that (x) any such Disposition to a Person that is not a Group Member is for consideration at least equivalent to the fair market value of such other property and (iiy) equipment which the Borrower determines in good faith is uneconomicno event shall Dispositions of loans be permitted pursuant to this clause 6.5(i).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) transactions in the ordinary course of business involving current assets or other assets classified in the Company’s balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio; (b) the Disposition of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business; (d) the license (as licensor) of intellectual property so long as such license does not materially interfere with the business of the Company or any of its Subsidiaries; (e) the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (f) the granting or existence of Liens (and foreclosure thereon) not prohibited by this Agreement; (g) the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of the Company or any of its Subsidiaries; (h) dividends not prohibited by Section 7.4; (i) any ceding of insurance or reinsurance in the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct ordinary course of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (cj) Dispositions permitted by Sections 7.4(a), (b) and (eSection 7.10(d)(i); (dk) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryBorrower; (el) Dispositions of the Disposition equity interests in a Subsidiary to a Wholly Owned Subsidiary of the Company; and (m) Dispositions of other property (including, without limitation, Capital Stock during any fiscal year of Subsidiaries) so long as the Company having an aggregate fair market value of all property Disposed of pursuant not to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 1510% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower Company and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at last day of the Original Closing Dateprior fiscal year of the Company; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, including Intellectual Property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete property that the Borrower or any Restricted Subsidiary reasonably determines is obsolete, surplus, worn out property out, or no longer useful in its business, or is replaced in the ordinary course of business, (ii) equipment which including the Borrower determines in good faith is no longer useful to the conduct lease or sublease of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11excess or unneeded real property; (b) the Disposition of inventory, internally manufactured test systems or cash or Cash Equivalents in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a)Section 7.3, (b) Restricted Payments permitted by Section 7.5 and (e)Investments permitted by Section 7.6; (d) the sale Disposition or issuance of any Restricted Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryGuarantor; (e) assignments and licensing and cross-licensing arrangements of technology or other Intellectual Property in the Disposition ordinary course of business or the discontinuance, forfeiture, abandonment or other property (including, without limitation, Capital Stock disposition of Subsidiaries) so long as any item of Intellectual Property that is no longer economically practicable to maintain or useful in the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% conduct of the consolidated tangible assets business of the Borrower and its Subsidiaries for such fiscal year the Restricted Subsidiaries, as determined immediately prior to in the time of such Disposition and (ii) at any time, 25% exercise of the greater of (x) consolidated tangible assets of Borrower’s or the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateapplicable Restricted Subsidiary’s reasonable business judgment; (f) the Disposition of Investments permitted pursuant to clauses (b)any property or assets, or the issuance of any Restricted Subsidiaries’ Capital Stock, (i), (j), (k) to any Loan Party and (lii) of Section 7.7by any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor; (g) the Disposition transfers of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property as a result of any Recovery Event; (h) leases, occupancy agreements and subleases of property in the Disposition ordinary course of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andbusiness; (i) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions and with respect to receivables of, and generated by, Foreign Subsidiaries; (j) the Disposition of other property (other than receivables and customary related assets) having a net book value not to exceed 25.0% of Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof) in the aggregate during any fiscal year of the Borrower; provided, however, with respect to any such Dispositions of property pursuant to this clause (j) having a net book value in excess of 10.0% of the Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof), such Dispositions shall only be permitted if (x) not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents and (y) the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Article VI after giving effect to such Disposition and recomputed for the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder; provided, however, that for the purposes of this clause (j), the following shall be deemed to be Cash Equivalents: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) surplus property are assumed by the transferee with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of the applicable Disposition; (k) Disposition of assets acquired pursuant to a Permitted Acquisition that constitute “non-core assets” within 365 days after the consummation of such Permitted Acquisition; provided, that not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents; (l) Dispositions of Unrestricted Subsidiaries; and (m) discounts, adjustments or forgiveness of accounts receivable and other contract claims in the ordinary course of business and (ii) equipment which the Borrower determines or in good faith is uneconomicconnection with collection or compromise thereof.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock (iother than Disqualified Stock) of any Subsidiary Holdings to the Borrower or any Loan Party, and to another Subsidiary of Holdings (ii) to provided such Person owned Capital Stock of such Subsidiary as of the extent such sale or issuance is an Investment permitted by Section 7.7(fClosing Date), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in by any fiscal yearLoan Party to any other Loan Party, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at by any time, 25% of the greater of Group Member (xwhich is not a Loan Party) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateany other Group Member; (f) the Disposition Dispositions of Investments permitted pursuant property subject to clauses (b), (i), (j), (k) and (l) of Section 7.7a Casualty Event; (g) the Disposition leases or subleases of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10real property; (h) the Disposition sale or discount without recourse of foreign assets accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (i) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and Dispositions by Excluded Foreign Subsidiaries; andnot materially disadvantageous to the interests of the Lenders; (i) the Disposition non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business; and (iii) surplus non-exclusive licenses of patents, trademarks, copyrights, and other Intellectual Property rights customary for companies of similar size and in the same industry as the Borrower which would not result in a legal transfer of title of such licensed Intellectual Property; provided that with respect to this clause (ii), such licenses may be exclusive solely with respect to the use of such Intellectual Property in discrete geographical areas outside of the United States where the Borrower or any Subsidiary of Holdings do not operate; (k) Dispositions of cash and Cash Equivalents not prohibited by this Agreement; (l) to the extent constituting Dispositions, Liens permitted under Section 7.3; (m) to the extent constituting Dispositions, Restricted Payments permitted under Section 7.6; (n) to the extent constituting Dispositions, Investments permitted under Section 7.7; (o) Dispositions of real property in the ordinary course of business and consistent with past practice; and (iip) equipment which Dispositions of other property having a book value not to exceed $2,500,000 in the Borrower determines in good faith is uneconomicaggregate for any Fiscal Year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b7.4(b)(i)(A) and (eb)(ii)(A); (d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of Holdings (i) to the Borrower or any other Loan Party, and or (ii) by a Subsidiary that is not a Loan Party to the extent such sale another Subsidiary that is not a Loan Party or issuance is an Investment permitted by Section 7.7(f), to (iii) in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing or sublicensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in connection with Sale-Leaseback Transactions permitted each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by Section 7.10the Group Member which acquires the property; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of real property; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, lapse, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property, provided that (i) at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition and (ii) in the case of Dispositions of other property having a book value exceeding 5.0% of Consolidated Tangible Assets of Holdings and its consolidated Subsidiaries in the aggregate for any fiscal year of Holdings (x) the Group Member shall have received at least 75% of the consideration for such Disposition in the form of cash or Cash Equivalents, and (y) such Disposition shall be for fair market value of the assets Disposed of (as reasonably determined by the Loan Parties in good faith); and (m) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Refresh Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash (provided, however, that, for the purposes of this clause (f), any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in any Disposition pursuant to this clause (kf) having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (f) that is at that time outstanding, not to exceed the greater of $500,000,000 and 3.00% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) will be deemed to be cash); and (liv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andthe Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) surplus property in the ordinary course no Default or Event of business Default shall have occurred and be continuing or would result therefrom and (ii) equipment which such Disposition is made for fair market value. It is understood that this Section 7.5 does not apply to the Borrower determines in good faith is uneconomicsale or issuance of the Equity Interests of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, worn out, surplus, unnecessary or worn out unused property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the Disposition of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to a Wholly Owned Subsidiary of the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryBorrower; (e) the Disposition (i) of other property (including, without limitation, the Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition Westar Industries and (ii) at any time, 25% by Westar Industries of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateproperty; (f) the Disposition of Investments permitted pursuant accounts receivable, including any Disposition of insured receivables to clauses (b)the relevant insurer, (i)as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, (j)contracts and/or other property, (k) assets or rights that give rise to accounts receivable of the Borrower or any Subsidiary or similar rights of the Borrower or any Subsidiary to receive cash over a period of time, any equity interest in any entity formed to hold such property, assets or rights, any reserve account established in connection therewith and (l) the proceeds of Section 7.7any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of foreign other property the fair market value of which, when aggregated with the fair market value of all Dispositions of property made since the Closing Date in reliance on this Section 6.4(h), does not exceed 25% of the sum of (i) total assets less goodwill of the Borrower and its consolidated Subsidiaries (calculated without giving effect to (A) Westar Industries and its Subsidiaries and (B) Westar Resources (Bermuda), Ltd. and its Subsidiaries) as reflected on the financial statements of the Borrower delivered pursuant to Section 4.1(b) and (ii) any additions to the property, plant and equipment of the Borrower and its consolidated Subsidiaries made after the Closing Date but on or prior to the date of the Applicable Disposition; provided that the fair market value of any Disposition made pursuant to this Section 6.4(h) shall be determined as of the time such Disposition is made; (i) Dispositions by Excluded Foreign Subsidiariespursuant to Requirements of Law; and (ij) the Disposition of (i) surplus rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in the ordinary course of business and (ii) equipment which connection with a sale-leaseback or other transaction that permits the Borrower determines or its Subsidiaries the continued right to use such property or assets for at least the lesser of (x) ten years or (y) the maximum period of time permitted under the applicable tax or accounting rules (whichever is greater) for the Borrower or such Subsidiary to continue to use such property or assets in good faith is uneconomicorder for such transaction to be characterized as a true sale.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (eSection 8.4(b); (d) subject to Section 8.7, (i) the sale or issuance of any Subsidiary’s the Capital Stock (i) of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Loan Party, Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Capital Stock of any Subsidiary of the U.S. Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the U.S. Borrower that is not a Subsidiary Guarantor; (e) the any Disposition (other than a Disposition of all of the assets of Cedar Fair LP and its Subsidiaries, taken as a whole); provided that (i) after giving effect to such Disposition and any required prepayment of the Term Loans pursuant to Section 4.2(c), Cedar Fair LP shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 8.1 and (ii) at least 75% of the consideration received in respect of such Disposition is cash; provided, however, that for the purposes of this clause (e), each of the following shall be deemed to be cash: (A) any liabilities (as shown on the U.S. Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the U.S. Borrower or a Subsidiary, other property than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the U.S. Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing, (includingB) any securities received by the U.S. Borrower or any Subsidiary from such transferee that are converted by the U.S. Borrower or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the U.S. Borrower or such Subsidiary from such transferee having an aggregate fair market value, without limitationtaken together with all other Designated Non-Cash Consideration received pursuant to this subclause (C) that is at that time outstanding, Capital Stock not in excess of Subsidiaries) so long 2% of Total Assets (measured as of the aggregate time of receipt of such Designated Non-Cash Consideration), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration; and (f) any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least 90% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) the fair market value (as determined in good faith by the U.S. Borrower) of all property assets Disposed of pursuant to this paragraph clause (e), after giving effect to f) shall not exceed 10.0% of Total Assets (measured at the time of each such Disposition, does not exceed (i) in the aggregate in any fiscal year, 15% year of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition Borrowers and (iiiii) at any time, 25% no Default or Event of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomicDefault exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b7.4(b)(i)(A) and (eb)(ii)(A); (d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of Holdings (i) to the Borrower or any other Loan Party, and or (ii) by a Subsidiary that is not a Loan Party to the extent such sale another Subsidiary that is not a Loan Party or issuance is an Investment permitted by Section 7.7(f), to (iii) in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets property (i) from any Loan Party to any other Loan Party (other than Holdings), and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in connection with Sale-Leaseback Transactions permitted each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by Section 7.10the Group Member which acquires the property; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of real property; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property having a book value not to exceed $1,000,000 in the aggregate for any fiscal year of Holdings, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and (m) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3. provided, however, that any Disposition made pursuant to this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Company, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete used, obsolete, worn out, damaged or worn out surplus property and equipment in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(aclauses (a), (bb)(x)(i), (b)(y)(i), (c) and (e)d) of Section 6.3; (d) the sale or issuance of any Subsidiary’s Capital Stock (i) of any Restricted Subsidiary to the Borrower Company or any Loan PartySubsidiary Guarantor or, and in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to any Restricted Subsidiary (iiprovided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof (other than Group Members) to the extent such sale or issuance is an Investment permitted by Section 7.7(fnot dilutive to the ownership of the Company and its Restricted Subsidiaries), to any other Subsidiary; (e) the Disposition use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing or sublicensing of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition granting of assets in connection with Sale-Leaseback Transactions Liens permitted by under Section 7.106.2; (h) the Disposition of foreign assets and Dispositions which are required by Excluded Foreign Subsidiaries; andcourt order or regulatory decree or otherwise required or compelled by regulatory authorities; (i) licenses, sublicenses, leases or subleases with respect to any personal or real property or assets (other than Intellectual Property) granted to third Persons in the ordinary course of business (including the termination or expiration of any lease or real or personal property in accordance with its terms); provided, that the same do not in any material respect interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the Company and the Restricted Subsidiaries, taken as a whole; (j) Dispositions among the Company and the Restricted Subsidiaries; (k) the Disposition of assets described in Schedule 6.4; (l) the settlement, forgiveness or write-off of accounts receivable or sale of overdue accounts receivable for collection, compromise or settlement in the ordinary course of business; (m) Dispositions constituting (i) surplus Investments permitted under Section 6.6 excluding clause (t) thereof, (ii) Restricted Payments permitted under Section 6.5 or (iii) Sale Leaseback Transactions permitted under Section 6.9; (n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by foreclosure, condemnation or similar proceeding of, any property or asset or pursuant to a sale thereof to a purchaser with such power under threat of such a taking; (o) Dispositions of property in the ordinary course of business to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (p) the abandonment or cancellation of intellectual property, in the reasonable judgment of the Company, that is no longer used or useful in any material respect in the business of the Company and its Restricted Subsidiaries, taken as a whole; (q) the unwinding of any Swap Agreements; (r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (s) Dispositions of non-core assets acquired in a Permitted Acquisition by the Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; (t) Any surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business; (u) Dispositions pursuant to the Specified Foreign Restructuring; (v) so long as no Default or Event of Default has occurred and is continuing, the Disposition of other property; provided that (A) the Borrower or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise Disposed of, and (B) except in the case of a Permitted Asset Swap, not less than 75% of the consideration payable to the Company and its Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents; (provided, further that for purposes of this clause (u), (i) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this proviso that is at that time outstanding, not in excess of $20,000,000, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (ii) equipment which any securities, notes or other obligations or assets received by the Borrower determines or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Assets Sale, shall be deemed to be cash); (w) sales of assets received by the Company or any Restricted Subsidiary from Persons other than the Company or a Restricted Subsidiary upon foreclosure on a lien in favor of the Company of such Subsidiary; (x) any exchange of property of the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Company or such Restricted Subsidiary, (b) the Company or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Company) in good faith is uneconomicand (c) such property will be received by the Company or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; and (y) Grants of credits and allowances in the ordinary course of business.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or obsolete, damaged, worn out or surplus property, assets or rights (including surplus real property), or property, assets or rights not used or useful in the business of the Borrower, in each case in the ordinary course of business or where such property is not otherwise material to the operation of the Project or the business of the Borrower; 102 Sunshine (Northeast) – Credit Agreement (b) the sale of inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, RECs, capacity or electricity-related products, emissions credits, or ancillary services or other inventory in the ordinary course of business, ; (id) the liquidation, sale or use of inventory cash and supplies, Cash Equivalents; (iie) leases and licenses of assets (including, sales or discounts without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement compromise or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition easements, licenses, leases or subleases of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus real or personal property in the ordinary course of business not materially interfering with the conduct by the Borrower of its business on or at the property that is the subject of such lease or sublease; (g) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (provided that any proceeds of a Recovery Event shall be applied in accordance with Section 6.16); (h) Dispositions among the Borrower and the other Loan Parties; (i) termination, unwinding or novation (in whole or in part) of Commodity Hedge and Power Sales Agreements in accordance with Section 7.10; (j) Dispositions permitted by Section 7.4(a) or (b)(i); (k) other Dispositions (other than a Specified Asset Disposition or PPA Buyout) on an arm’s-length basis for cash consideration either (i) having a fair market value not to exceed (A) $3,500,000 in any fiscal year and (B) $10,000,000 in the aggregate for all such Dispositions for the period from the Closing Date until the Maturity Date or (ii) equipment which to the extent that the Borrower determines or the applicable Loan Party complies with Section 6.17; provided that such Disposition is not reasonably expected to materially and adversely affect the operation and maintenance of any Project; (l) pursuant to a Permitted Reorganization; (m) any PPA Buyout; and 103 Sunshine (Northeast) – Credit Agreement (n) any Specified Asset Disposition, to the extent that the Specified Asset Disposition Conditions are satisfied or waived. To the extent that the Disposition of any property could be attributable to more than one subsection of this Section 7.5, the Borrower may allocate such Disposition to any one or more of such subsections and in good faith is uneconomicno event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of businessbusiness (including the abandonment or other Disposition of Intellectual Property that is, (ii) equipment which in the Borrower determines in good faith is reasonable judgment of the Borrower, no longer economically practicable to maintain or useful to in the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting the business of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies and its Subsidiaries taken as a whole) and Dispositions of property no longer used or useful in the Net Cash Proceeds conduct of the Disposition business of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11the Borrowers and its Subsidiaries; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (eSection 8.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor; and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), of any Foreign Subsidiary’s Capital Stock to any other Foreign Subsidiary, the Borrower or any other Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datesale-leaseback transactions permitted by Section 8.11; (f) sales, transfers or dispositions by the Disposition Borrower or any of Investments permitted pursuant to clauses its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (bi) no Default then exists or would result therefrom, (ii) the Borrower or such Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (i)iii) the aggregate proceeds received by the Borrower or such Subsidiary from all such sales, (j)transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, (k) and (liv) such non-strategic assets are sold, transferred or disposed of Section 7.7on or prior to the first anniversary of such Permitted Acquisition; (g) the Disposition sale of assets Securitization Assets to one or more Securitization Subsidiaries in connection with Sale-Leaseback Transactions permitted by Section 7.10a Permitted Securitization; (h) Dispositions of property from (a) the Disposition Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Subsidiary of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andthe Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party; (i) the Disposition Dispositions permitted by Section 8.3; (j) leases or subleases of (i) surplus property in the ordinary course of business and (ii) equipment which do not materially interfere with the conduct of the business of the Borrower determines in good faith is uneconomic.or any of its Subsidiaries taken as a whole;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) all such Dispositions pursuant to this clause (f) shall not exceed an amount equal to 50% of Total Assets as of the last day of the Test Period then most recently ended; (iii) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash (provided, however, that, for the purposes of this clause (f), any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in any Disposition pursuant to this clause (kf) having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (f) that is at that time outstanding, not to exceed the greater of $2,000,000,000 and 3.00% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) will be deemed to be cash); and (liv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of foreign assets other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Excluded Foreign SubsidiariesSection 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for fair market value; and (il) Dispositions of Securitization Assets pursuant to a Permitted Securitization Financing. It is understood that this Section 7.5 does not apply to the Disposition sale or issuance of (i) surplus property in the ordinary course Equity Interests of business and (ii) equipment which the Borrower determines in good faith is uneconomicBorrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) thereof in the ordinary course of business consistent with past practice and (e); (d) the sale or issuance not as part of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaccounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such assets are exchanged for credit (j), on a fair market value basis) against the purchase price of similar or replacement assets or (kii) such asset is Disposed of for fair market value and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of assets in connection with Sale-Leaseback Transactions permitted eminent domain or by Section 7.10condemnation or similar proceeding of, any asset of any Group Member; (h) the Disposition non-exclusive licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business and of the Borrower or any Restricted Subsidiary; (iii) equipment which the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6 and (iii) Dispositions set forth on Schedule 7.5(l); (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) if any Eligible Inventory or Eligible Accounts are sold pursuant to this Section 7.5(n) in any Disposition or series of related Dispositions and the fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)) of such assets is in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent a pro forma Borrowing Base Certificate, modified to give effect to such Dispositions so that the Administrative Agent may determine whether any prepayment is necessary to comply with Section 2.11(a); provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any PersonPerson or enter into any sale and leaseback transaction, except: (a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic or worn out machinery, parts, property or equipment, or property or equipment no longer used or useful, in the conduct of its business, whether now owned or hereafter acquired; (b) the sale of inventory and goods held for sale, each in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections Section 7.4(a), (b), (c), (d) and (e); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock (i) to the Borrower or any Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Restricted Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in Borrower or any fiscal year, 15% of the consolidated tangible assets Restricted Subsidiary of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior may Dispose of any assets to the time of such Disposition and Borrower or any Subsidiary Guarantor or, subject to Section 7.7(f) (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Dispositionextent applicable) or Section 7.7(u) (to the extent applicable), any other Restricted Subsidiary, and (y) consolidated tangible assets any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of the Borrower and its Subsidiaries at the Original Closing Dateany assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor; (f) the Disposition Dispositions of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; (g) assignments, licenses, cross-licenses, or sublicenses with respect to Intellectual Property granted to third parties in the ordinary course of business which, in the aggregate, do not materially detract from the value of the Collateral taken as a whole or materially interfere with the business of the Loan Parties and (ii) equipment which the Borrower determines in good faith is uneconomic.their Restricted Subsidiaries;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock (i) of any Subsidiary of the Borrower to the Borrower or to any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition of Investments permitted pursuant property (i) from any Loan Party to clauses (b)any other Loan Party, (i)ii) from any Subsidiary that is not a Loan Party to any Loan Party, (j)iii) from any Subsidiary that is not a Loan Party to any Subsidiary that is not a Loan Party, (k) and (liv) from any Loan Party to any Subsidiary that is not a Loan Party, provided that, in the case of Section 7.7clause (iv) the fair market value of the assets so disposed do not exceed $250,000 in the aggregate; (g) the Disposition Dispositions of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property subject to a Casualty Event; (h) the Disposition leases or subleases of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andreal property; (i) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; and (iij) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (k) Dispositions of assets acquired in a Permitted Acquisition consummated within twelve (12) months of the date of the proposed disposition, so long as the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, and provided that, in the case of clause the fair market value of the assets so disposed do not exceed $500,000 in the aggregate; and (l) Non-exclusive licensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business. provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of the Borrower or any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete obsolete, damaged, uneconomic, used, surplus or worn out machinery, parts, property or equipment, inventory or property or equipment no longer used or useful, in the conduct of its business, whether now owned or hereafter acquired; (b) the sale of inventory and goods held for sale, each in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(aSection 8.4(a), (b), (c), (d), (e), (f) and (eh); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock (i) to the Borrower or any Subsidiary Guarantor or, if any Restricted Subsidiary is not a Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Restricted Subsidiary; (e) any Restricted Subsidiary of the Borrower may Dispose of any assets to the Borrower or any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Restricted Subsidiary, and any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any assets, or issue or sell Capital Stock, to any other Restricted Subsidiary that is not a Subsidiary Guarantor; (f) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; (g) (i) non-exclusive licenses of technology in the ordinary course of business which, in the aggregate, do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of the Loan Parties or any of their Restricted Subsidiaries and (ii) sales, leases, transfers or other dispositions (whether through the direct transfer of the ownership of such Intellectual Property, transfer of the Capital Stock of the owner of such Intellectual Property, exclusive licensing of such Intellectual Property or otherwise) by the Borrower and the Restricted Subsidiaries of Intellectual Property to other Persons (other than to a Loan Party), in accordance with normal industry practice; provided that the aggregate purchase price or other consideration (exclusive of success or similar fees and royalties, including fees based on future enforcement of such Intellectual Property) for such sales in reliance upon this clause (g)(ii) shall not exceed $125,000,000 during the term of this Agreement; (i) the Disposition of other property (includingother than Intellectual Property) having a fair market value not to exceed the greater of (A) 1.0% of the Consolidated Total Tangible Assets of the Borrower in the aggregate for any fiscal year of the Borrower or (B) $45,000,000 in any fiscal year of the Borrower; provided that at least 75% of the consideration received in connection therewith consists of cash or Cash Equivalents and such Disposition is made for fair market value and (ii) the Disposition of property or assets as a result of a Recovery Event, without limitation, Capital Stock of Subsidiaries) in each case so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) Borrower is in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (lcompliance with Section 4.2(b) of Section 7.7this Agreement; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition sales, assignments, transfers or other dispositions of (i) surplus property accounts receivable of any Foreign Subsidiary in the ordinary course of business as part of any accounts receivable financing transaction or factoring permitted pursuant to Section 8.2(w); (j) (i) the issuance or sale of shares of any Restricted Subsidiary’s Capital Stock to qualified directors if required by applicable law and (ii) compensatory issuances or grants of Capital Stock of the Borrower approved by the Borrower’s board of directors, any committee thereof or any designee of either to employees, officer, directors or consultants made pursuant to equity-based compensation plans or arrangements that have been approved by the shareholders of the Borrower; (k) Dispositions or exchanges of equipment which or other property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (l) Dispositions in the form of leases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary, taken as a whole; (m) Dispositions of the Capital Stock of Unrestricted Subsidiaries; (n) the abandonment or other Disposition of immaterial Intellectual Property (including allowing any registrations or any applications for registration of any Intellectual Property to lapse or go abandoned) to the extent the Borrower determines in good faith its reasonable business judgment that (i) such Intellectual Property is uneconomicnot commercially reasonable to maintain under the circumstances and (ii) such Disposition would not materially and adversely affect the business of the Borrower and its Restricted Subsidiaries; (o) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; (p) the unwinding or settling of any Swap Agreement; (q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (r) sales and other assignments, transfers or other dispositions of accounts receivable in connection with the compromise or collection thereof; and (s) any Designated Permitted Dispositions. Notwithstanding the foregoing, a Designated IP Subsidiary shall not make Dispositions other than pursuant to clauses (a), (b), (e), (g), (n) or (s) above.

Disposition of Property. Dispose Make any Disposition of any of its property to Persons that are not Restricted Companies except: (a) Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, or, in the case ordinary course of any Subsidiary, issue business and Dispositions of property no longer used or sell any shares useful in the conduct of such Subsidiary’s Capital Stock to any Person, except:the business of the Restricted Companies; (ab) the Disposition Dispositions of (i) obsolete or worn out property inventory in the ordinary course of business, ; (iic) equipment which the Borrower determines in good faith is no longer useful Dispositions of property to the conduct extent that (z) such property is exchanged for credit against the purchase price of business, similar replacement property or (iiiaa) assets subject the proceeds of such Disposition are promptly applied to a Recovery Event, the purchase price of such replacement property; (ivd) assets consisting of trade-ins Dispositions pursuant to and exchanges for similar assets, in accordance with the Cash Management Practices and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Vault Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11Operations; (be) in the ordinary course Dispositions permitted by Sections 7.2 and 7.6 and Liens permitted by Section 7.1; (f) Dispositions by any Restricted Company of business, property pursuant to sale-leaseback transactions; provided that (i) the sale fair market value of inventory all property so Disposed of shall not exceed $100,000,000 from and suppliesafter September 12, 2007 and (ii) leases the purchase price for such property shall be paid to such Restricted Company for not less than 75% cash consideration; (g) Dispositions of cash and licenses of assets Cash Equivalents; (including, without limitation, intellectual property rightsh) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement collection or collection compromise thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower leases, subleases, licenses or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition sublicenses of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and which do not materially interfere with the business of the Restricted Companies; (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (k) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of FNIS, are not material to the conduct of the business of the Restricted Companies; (l) Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in effect on the Amendment No. 1 Effective Date or (ii) equipment which to the Borrower determines extent that the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to Section 2.06(b) of the FNIS Credit Agreement or Section 2.11(b) hereof; (m) Dispositions of property to an Unrestricted Subsidiary; provided that to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.2; (n) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Restricted Companies; (o) Dispositions of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code; (p) voluntary terminations of Swap Contracts; (q) Dispositions of Unrestricted Subsidiaries; (r) Dispositions of Securitization Assets (or a fractional undivided interest therein) in a Securitization Financing permitted under Section 7.3(v); provided that no Group Member shall be permitted to Dispose of its accounts receivable or any related assets to the FNIS Securitization Vehicle in respect of the FNIS A/R Securitization Facility (each, as defined in Amendment No. 1) prior to payment in full of all Obligations hereunder; and (s) Dispositions of property not otherwise permitted under this Section 7.5 by a Restricted Company to Persons that are not Affiliates of the Loan Parties; provided that (i) such Disposition is made in good faith is uneconomicon an arms’ length basis and (ii) the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay loans pursuant to Section 2.06(b) of the FNIS Credit Agreement or Section 2.11(b) hereof.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or obsolete, damaged, worn out or surplus property, assets or rights (including surplus real property), or property, assets or rights not used or useful in the business of the Borrower, in each case in the ordinary course of business or where such property is not otherwise material to the operation of the Project or the business of the Borrower; (b) the sale of inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, RECs, capacity or electricity-related products, emissions credits, or ancillary services or other inventory in the ordinary course of business, ; (id) the liquidation, sale or use of inventory cash and supplies, Cash Equivalents; 103 Sunshine (iiNational) leases and licenses of assets – Credit Agreement (including, e) sales or discounts without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement compromise or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition easements, licenses, leases or subleases of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus real or personal property in the ordinary course of business not materially interfering with the conduct by the Borrower of its business on or at the property that is the subject of such lease or sublease; (g) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (provided that any proceeds of a Recovery Event shall be applied in accordance with Section 6.16); (h) Dispositions among the Borrower and the other Loan Parties; (i) termination, unwinding or novation (in whole or in part) of Commodity Hedge and Power Sales Agreements in accordance with Section 7.10; (j) Dispositions permitted by Section 7.4(a) or (b)(i); (k) other Dispositions (other than a Specified Asset Disposition or PPA Buyout) on an arm’s-length basis for cash consideration either (i) having a fair market value not to exceed (A) $7,000,000 in any fiscal year and (B) $15,000,000 in the aggregate for all such Dispositions for the period from the Closing Date until the Maturity Date or (ii) equipment which to the extent that the Borrower determines or the applicable Loan Party complies with Section 6.17; provided that such Disposition is not reasonably expected to materially and adversely affect the operation and maintenance of any Project; (l) pursuant to a Permitted Reorganization; (m) any PPA Buyout; and (n) any Specified Asset Disposition, to the extent that the Specified Asset Disposition Conditions are satisfied or waived. To the extent that the Disposition of any property could be attributable to more than one subsection of this Section 7.5, the Borrower may allocate such Disposition to any one or more of such subsections and in good faith is uneconomic.no event shall the same portion of Disposition be deemed to utilize or be attributable to more than one subsection. 104 Sunshine (National) – Credit Agreement

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, retired or surplus property (iother than current assets) obsolete in the ordinary course of business and Dispositions of property (other than current assets) no longer used or worn out property useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiarySubsidiary Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% Dispositions consisting of the consolidated tangible assets sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the Borrower collection, compromise or settlement thereof in the ordinary course of business and its Subsidiaries for such fiscal year not as determined immediately prior to the time part of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datea financing transaction; (f) Dispositions of property to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such property is exchanged for credit against the purchase price of similar replacement property or (j), (kii) and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of such replacement property; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Disposition Group Members in the ordinary course of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andbusiness; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $7,500,000 in the aggregate for any period of two fiscal years of the Borrower; (k) the Orange Soda Disposition; and (l) Dispositions of other property in an aggregate amount not to exceed $20,000,000; provided that (i) surplus property in the ordinary course of business and such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) equipment which the Borrower determines consideration for such sale or other disposition consists of at least 75% in good faith is uneconomiccash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b7.4(b)(i)(A) and (eb)(ii)(A); (d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of the Borrower (i) to the Borrower or any other Loan Party, and or (ii) by a Subsidiary that is not a Loan Party to the extent such sale another Subsidiary that is not a Loan Party or issuance is an Investment permitted by Section 7.7(f), to (iii) in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in connection with Sale-Leaseback Transactions permitted each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by Section 7.10the Group Member which acquires the property; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of real property; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property having a book value not to exceed $2,500,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and (m) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3. provided, however, that any Disposition made pursuant to this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) the sale or issuance of any Subsidiary’s Capital Stock (i) 's Equity Interests to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly Owned Subsidiary Guarantor; (e) the Disposition (directly or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(e)), provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed assets previously disposed of pursuant to this paragraph Section 7.5(e) during the one-year period ending on such Disposition Date (eor, if shorter, the period from the Restatement Effective Date to such Disposition Date), after giving effect shall not exceed an amount equal to 30% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) during the period from the Restatement Effective Date to such DispositionDisposition Date), does shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iiv) in any fiscal year, 15at least 75% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time proceeds of such Disposition shall be in the form of cash; and (iiv) at any time, 25% the Net Cash Proceeds of such Disposition shall be applied to prepay the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior Term Loans to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateextent required by Section 2.9(a); (f) any Exchange by the Borrower and its Subsidiaries, provided that (i) on the date of such Exchange, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) the assets received in connection with such Exchange shall be received by the Borrower or a Wholly Owned Subsidiary of the Borrower; (iii) in the event that (x) any cash consideration is paid to the Borrower or any of its Subsidiaries in connection with such Exchange and (y) the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an "Exchange Excess Amount"), then, the Disposition of Investments such Exchange Excess Amount is permitted pursuant to by clauses (b), (i), (j), (kii) and (liii) of Section 7.77.5(e); and (iv) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (g) Dispositions of property acquired after the Disposition of assets Restatement Effective Date, (other than property acquired in connection with Sale-Leaseback Transactions permitted by Section 7.10;Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; and (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus other property having a fair market value not to exceed $5,000,000 in the ordinary course aggregate for any fiscal year of business and (ii) equipment which the Borrower determines in good faith is uneconomicBorrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance Disposition of any Subsidiary’s Capital Stock asset (i) of the Borrower or any Restricted Subsidiary to the Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of any Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than the Borrower) that are not Wholly Owned Subsidiary Guarantors and (iivi) of the Borrower or any Restricted Subsidiary to the extent such sale Borrower or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryRestricted Subsidiary in any IP Reorganization Transaction; (e) the Disposition sale or issuance of other property (including, without limitation, any Restricted Subsidiary’s Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at or any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateWholly Owned Subsidiary Guarantor; (f) the any Disposition of Investments an interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted pursuant to clauses (b)under Section 7.3, (i)any merger, (j)consolidation, (k) liquidation or dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and (l) of any Investment permitted under Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the any Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andpursuant to any Swap Agreement permitted hereunder; (i) the any Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) surplus property Disposition pursuant to any non-exclusive license of Intellectual Property and (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of the applicable Group Member; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed 10% of Consolidated Tangible Assets in the aggregate for any fiscal year of the Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Borrower or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets, (2) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition and (3) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3), not in excess of $40,000,000, in each case shall be deemed to be cash and (B) Cash Equivalents and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) equipment which no Event of Default then exists or would result therefrom and (iii) the Borrower determines Net Proceeds thereof are applied in good faith is uneconomicaccordance with Section 2.12(b).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory, equipment, cash and Cash Equivalents, in each case, in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (bSection 7.4(c)(i) and (eor Section 7.4(d)(i); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor or on a pro rata basis to the owners of its Capital Stock; (e) Dispositions of Accounts in connection with the compromise, settlement or collection thereof in the ordinary course of business consistent with past practice and not (i) as part of any accounts receivables, rental agreements or chattel paper financing transaction (including any Securitization Transaction) or (ii) to any Securitization Subsidiary; (f) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) licenses and sublicenses and similar rights granted with respect to Intellectual Property granted in the ordinary course of business; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is not a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7, (ii) Dispositions of assets to the extent that such Disposition constitutes a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) any sale, issuance, conveyance, transfer, participation, factoring, lease or other disposition of Securitization Assets of the Acquired Business in connection with a Qualified Securitization Transaction; provided that (i) no Event of Default then exists or would result from such Disposition, (ii) such Disposition is for cash and is not materially less favorable to the Borrower and the Restricted Subsidiaries (other than such Securitization Subsidiary) as determined by the Borrower in good faith than would be obtainable in a comparable arms-length sale of such Securitization Assets with a Person that is not an Affiliate of the Borrower, (iii) the proceeds thereof are deposited in accordance with Section 6.12(b) and (iv) the aggregate amount of all such Dispositions do not exceed $1,000,000,000 in any fiscal year of the Borrower; (n) other Dispositions of assets (including Capital Stock); provided that (A) it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (B) at least 75% of the total consideration for any such Disposition in excess of $10,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents and (C) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists); provided, however, that for purposes of clause (B) above, the following shall be deemed to be cash: (I) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (II) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (III) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (o) other Dispositions in any fiscal year of other property having a fair market value not to exceed 7.5% of Consolidated Total Assets when made; provided that no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists); (p) Dispositions (i) to or by the Insurance Subsidiary of Capital Stock of the Borrower, (ii) to or by the Insurance Subsidiary of Indebtedness described in Section 7.2(r) to the Borrower or any Wholly Owned Subsidiary that is a Loan Party, Party and (iiiii) by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the extent Insurance Subsidiary to pay expenses and to make payments on insurance claims of the Borrower or any of its Restricted Subsidiaries with the proceeds of such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryDisposition; (eq) the Disposition Dispositions of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus real property in the ordinary course to the extent such real property is Disposed of business for fair market value and the proceeds of such Disposition are applied within 360 days to the purchase price of similar or replacement real property; (r) Dispositions of non-core assets acquired in connection with any acquisition or Investment permitted hereunder; provided that (i) the Consolidated EBITDA generated by such non-core assets (as determined by the Borrower in good faith) shall not have been included in the calculation of Consolidated EBITDA in respect of any testing of ratios or governors on a Pro Forma Basis in connection with such acquisition and (ii) equipment no Event of Default exists on the date on which the definitive agreement governing the relevant Disposition is executed; and (s) Dispositions of the Mexico Operations for fair market value. provided, that the foregoing provisions of this Section 7.5 do not permit (i) any Dispositions pursuant to a Securitization Transaction or to a Securitization Subsidiary other than pursuant to Section 7.5(m), (ii) any Dispositions to the Acquired Business (or any direct or indirect subsidiary of Acima acquired or formed after the Closing Date) of any Securitization Assets or (iii) any Dispositions by the Acquired Business (or any direct or indirect subsidiary of Acima acquired or formed after the Closing Date) of any Securitization Assets to the Borrower determines in good faith is uneconomicor any other Restricted Subsidiary (other than the Acquired Business).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted (i) by Sections 7.4(a), (b) the Borrower of any of its assets to any Wholly Owned Subsidiary Guarantor and (e)ii) by any Subsidiary of the Borrower of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale or issuance of any Subsidiary’s 's Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly Owned Subsidiary Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate having a fair market value of all property Disposed of pursuant not to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in $50,000,000 for any fiscal year, 15% year of the consolidated tangible assets Borrower; provided, that the requirements of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (iiSection 2.11(c) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date;are complied with in connection therewith; and (f) the Disposition of Investments permitted pursuant Dispositions referred to clauses (bin Sections 7.8(f), (i), (j), (kg) and (l) of Section 7.7h); (g) Dispositions to or by Legacy Trust or the Disposition Insurance Subsidiary of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Capital Stock of the Borrower; (h) Dispositions to or by Legacy Trust or the Disposition Insurance Subsidiary of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andIndebtedness described in Section 7.2(b) to the Borrower or any Wholly Owned Subsidiary Guarantor; (i) Dispositions by the Disposition Borrower to Legacy Trust of cash in an amount not to exceed (iwhen taken together with the amount of Restricted Payments made pursuant to Section 7.6(e)) surplus property the amount necessary to pay operating costs and expenses of Legacy Trust incurred in the ordinary course of business (not to exceed $150,000 per fiscal year of the Borrower) and to make payments to Third Party Beneficiaries (iias defined in the Trust Agreement) equipment which pursuant to and in accordance with the Trust Agreement as in effect on the date hereof and Dispositions by Legacy Trust of such cash to such Third Party Beneficiaries; and (j) Dispositions by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the Insurance Subsidiary to pay expenses and to make payments on insurance claims of the Borrower determines in good faith is uneconomicand/or any of its Subsidiaries with the proceeds of such Dispositions.

Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofDispositions permitted by Section 6.4(b); (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale of inventory (including Hydrocarbons sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate any Loan Party, and (ii) Party or any Subsidiary thereof to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiarydeliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery; (e) the Disposition Dispositions of claims against customers, working interest owners, other property (includingindustry partners or any other Person in connection with workouts or bankruptcy, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateinsolvency or other similar proceedings with respect thereto; (f) Dispositions of funds collected for the Disposition beneficial interest of, or of Investments permitted pursuant to clauses (b)the interests owned by, (i)royalty, (j), (k) and (l) of Section 7.7overriding royalty or working interest owners; (g) the Disposition abandonment of assets Properties not capable of producing Hydrocarbons in connection with Sale-Leaseback Transactions permitted by Section 7.10paying quantities after expiration of their primary terms; (h) any Disposition giving rise to a Casualty Recovery Event, provided that the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiariesproceeds thereof are applied to one or more Qualified Investments; and (i) the Disposition farm-outs of Undeveloped Acreage and assignments in connection therewith; provided that (i) surplus property in the ordinary course of business Agent consents to such farm-outs and assignments, such consent not to be unreasonably withheld, and (ii) equipment which no Default or Event of Default shall have occurred and be continuing. For the Borrower determines avoidance of doubt, neither this Section 6.5 nor any other provision in good faith is uneconomicthis Agreement or in any other Loan Document shall prohibit the Disposition by Prima of any of its Properties or the proceeds thereof, regardless of whether such Properties constitute Mortgaged Properties.

Disposition of Property. The Parent Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of its property, whether now owned their respective properties or hereafter acquired, or, in the case of assets (including any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, of its Subsidiaries) except: (a) sales of inventory or other Dispositions in the ordinary course of business; (b) Dispositions of accounts receivable in connection with securitization programs in an aggregate amount as to all such programs of up to $350,000,000 at any one time outstanding (calculated by reference to the maximum financing amount available under each such program); (c) Dispositions of property having a fair market value not to exceed in any fiscal year of the Parent Borrower 10% of the Consolidated Assets of the Parent Borrower and its Subsidiaries measured at the time any such Disposition is to be made before giving effect thereto; (d) any Disposition of the Vancouver paper mill or the ▇▇▇▇▇-sur-▇▇▇▇▇▇▇▇▇ pulp mill and/or sawmill, the Ottawa paper mill, all saw ▇▇▇▇▇ located in Canada and any related assets; (ie) obsolete any Disposition by a Subsidiary of the Parent Borrower otherwise permitted under Section 7.4; (f) the sale or worn out property discount without recourse (or, if consistent with customary practice in the applicable country, with recourse) of accounts receivable or notes receivable arising in the ordinary course of business, (ii) equipment which or the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise, settlement compromise or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (dg) the sale or issuance other Disposition of any Subsidiary’s Capital Stock (i) to assets or property by the Parent Borrower or any Loan Party, and (ii) of its Subsidiaries to the extent such sale Parent Borrower or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly-Owned Subsidiary of the Parent Borrower; (eh) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.107.3; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the abandonment, sale or other Disposition of (i) surplus patents, trademarks or other intellectual property that are, in the ordinary course reasonable judgment of the Parent Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole; (iij) equipment which the sale or other Disposition of any assets or property by the Parent Borrower determines or any of its Subsidiaries for cash consideration in an amount equal, in the case of each such sale or other Disposition, to the fair market value of the assets or property being sold or otherwise Disposed of, as determined in good faith is uneconomicby the Parent Borrower (and, in the case of any such sale or other Disposition for more than US$100,000,000, as determined in good faith by the Board of Directors of the Parent Borrower), provided, that the Net Cash Proceeds of such sale or other Disposition are promptly used to prepay the Term Loans in accordance with Section 2.13 (but without any Reinvestment Notice being given with respect thereto) or, if the Term Loans have been prepaid in full, the Revolving Commitments are concurrently reduced by an amount equal to such Net Cash Proceeds, with any such reduction of the Revolving Commitments to be accompanied by a prepayment of the Revolving Loans to the extent necessary so that the Revolving Extensions of Credit outstanding will not exceed the amount of the Revolving Commitments as so reduced; and (k) any issuance, sale or other Disposition of preferred stock (or equivalent equity interest) of any Subsidiary constituting Indebtedness created, incurred, assumed or existing in compliance with Section 7.2.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (eSection 7.4(b); (di) the sale or issuance of any Subsidiary’s 's Capital Stock (i) to the Borrower or any Loan Party, and Wholly Owned Subsidiary Guarantor or (ii) the sale or transfer of any Immaterial Subsidiary's Capital Stock or assets to the extent such sale Borrower or issuance is an Investment permitted by Section 7.7(f), to any other Loan Party or any Wholly-Owned Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DatePermitted Receivables Financing; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) Dispositions listed and (l) of Section 7.7described on Schedule 7.5 attached hereto; (g) the any Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10(i) from one Foreign Subsidiary to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party or (iii) from a Subsidiary to a Loan Party; (h) the Disposition of foreign assets other property not described in clauses (a) - (g) above or (i)-(n) below for fair market value as long as (i) at least 75% of the consideration consists of cash and cash equivalents and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 25% of the Consolidated Total Assets of the Borrower as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions by Excluded Foreign Subsidiariesreinvested in the business of the Borrower and its Subsidiaries after the Closing Date; andprovided, that neither the Borrower nor any Subsidiary Guarantor shall make Dispositions, the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 25% of the Consolidated Total Assets of the Borrower as determined on the Closing Date; (i) the Disposition Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to Tenneco Automotive Iberica, S.A.; and (ii) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any other Foreign Subsidiary (i.e., Foreign Subsidiaries not described in the preceding clause (i)) to the Borrower or a Subsidiary of the Borrower; (j) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture formed or organized under the laws of (i) surplus the People's Republic of China or (ii) any state, province, district or other subdivision thereof in each case to a Wholly Owned Subsidiary of the Borrower that is formed or organized under the laws of (A) either the People's Republic of China or the United States or (B) any state, province, district or other subdivision of either such country; (k) the Borrower and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks; (l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly-Owned Subsidiary; (m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary (other than any Disposition permitted pursuant to clause (g) above); and (n) the sale by the Borrower and its Subsidiaries (i) of post-dated checks in accordance with past practice of the Borrower and its Subsidiaries in the ordinary course People's Republic of business China and (ii) equipment which bills of exchange in accordance with past practice of the Borrower determines and its Subsidiaries in good faith is uneconomicEurope. Simultaneously with any transfer described in Section 7.5(i) or (j) of this Agreement, the Lenders authorize the Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Borrower to effect such release. Any Disposition made pursuant to clause (g)(i) or (i)(ii) above of Capital Stock or assets of a Foreign Subsidiary the Capital Stock of which constitutes Collateral under this Agreement shall be made for fair market value paid in cash. All such cash in excess of an amount equal to $150,000,000 shall be retained and/or reinvested in Loan Parties or in Foreign Subsidiaries the Capital Stock of which constitutes Collateral under the Agreement.

Disposition of Property. Dispose of any of its property, including Intellectual Property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of property that the Borrower or any Restricted Subsidiary reasonably determines is obsolete, surplus, worn out, or no longer useful in its business, or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property; (b) the Disposition of inventory, internally manufactured test systems or cash or Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by ‎Section 7.3, Restricted Payments made in cash permitted by ‎Section 7.5 and Investments made in cash permitted by ‎Section 7.6; (d) the Disposition or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Guarantor; (i) obsolete non-exclusive licensing and cross-licensing arrangements of technology or worn out property other Intellectual Property (including the provision of software under an open source license) in the ordinary course of business, (ii) equipment which the Borrower determines in good faith discontinuance, forfeiture, abandonment or other disposition of any item of Intellectual Property that is no longer economically practicable to maintain or useful to in the conduct of businessthe business of the Borrower and the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or the applicable Restricted Subsidiary’s reasonable business judgment or (iii) assets subject to a Recovery Eventexclusive intercompany licenses in existence on the Closing Date and, (iv) assets consisting in each case of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies), (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection ), which does not materially interfere with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets business of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateRestricted Subsidiaries; (f) the Disposition of Investments permitted pursuant to clauses (b)any property or assets, or the issuance of any Restricted Subsidiaries’ Capital Stock, (i)) to any Loan Party, (j), (kii) by any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor and (liii) by any Loan Party to any Restricted Subsidiary that is not a Guarantor in an aggregate amount (calculated as the fair market value of Section 7.7property or assets so disposed of) under this clause (f)(iii) not to exceed 5% of Consolidated Assets since the Closing Date as determined as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder; (g) the Disposition transfers of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property as a result of any Recovery Event; (h) leases, occupancy agreements and subleases of property in the Disposition ordinary course of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andbusiness; (i) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions with respect to receivables of, and generated by, Foreign Subsidiaries; (j) the Disposition of other property (other than receivables and customary related assets and other than Dispositions of Intellectual Property made to a Subsidiary of the Borrower that is not a Loan Party) having a net book value not to exceed 25.0% of Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof) in the aggregate during any fiscal year of the Borrower; provided, however, with respect to any such Dispositions of property pursuant to this clause ‎(j) having a net book value in excess of 10.0% of the Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof), such Dispositions shall only be permitted if (x) not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents, (y) the Borrower shall be in pro forma compliance, treating all Deferred Consideration required to be paid other than in common equity interests then outstanding as Consolidated Total Debt solely for the purpose of testing such pro forma compliance, with each of the financial covenants set forth in ‎Article VI after giving effect to such Disposition and recomputed for the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder and (z) such Disposition (including any Disposition made to a Subsidiary of the Borrower that is not a Loan Party) shall be for fair market value; provided, however, that for the purposes of this clause ‎(j), the following shall be deemed to be Cash Equivalents: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) surplus property in are assumed by the ordinary course of business and transferee with respect to the applicable Disposition or (ii) equipment are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower determines and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in good faith is uneconomic.writing and (B) any securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of the applicable Disposition; (k) Disposition of assets acquired pursuant to a Permitted Acquisition that constitute “non-core assets” within 365 days after the consummation of such Permitted Acquisition; provided, that not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of Cash Equivalents; (ib) Dispositions of surplus, obsolete or worn out property or property no longer used or useful in the business of the Borrowers and their Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (cd) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (de) the sale or issuance of any Subsidiary’s Capital Stock (i) to the any Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateWholly Owned Subsidiary Guarantor; (f) the Disposition any ceding of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property insurance or reinsurance in the ordinary course of business including, without limitation, to off-shore special purpose insurers; (g) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to Essent or any of its Subsidiaries or otherwise in respect of mortgage loans insured by Essent or any of its Subsidiaries; (h) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (i) Dispositions of Investments by any Regulated Insurance Company (other than Capital Stock of Subsidiaries engaged in insurance lines of business) and Dispositions of Investments in marketable securities at fair value by Essent, Essent IIH and Essent USH in exchange for cash in an aggregate amount not to exceed the amount of such marketable securities on the balance sheet of Essent as of the Closing Date, in each case in the ordinary course of business consistent with past practices and investment policy approved by the board of directors of such Regulated Insurance Company or Essent, Essent IIH and Essent USH, as applicable; (j) Dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (k) Dispositions by any Loan Party to another Loan Party or by any Subsidiary that is not a Loan Party to a Borrower or any Subsidiary; (l) non-exclusive licenses or sublicenses, or leases or subleases granted to any third parties in arm’s-length commercial transactions in the ordinary course of business; (m) Dispositions 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; (n) issuances of Capital Stock (i) by a direct or indirect Wholly Owned Subsidiary of a Borrower to a Borrower or to one or more Wholly Owned Subsidiaries of a Borrower or (ii) by a non-Wholly Owned Subsidiary of a Borrower to the respective equity holders of such non-Wholly Owned Subsidiary, on a pro rata basis; (o) any Subsidiary of any Borrower (other than any Borrower) may liquidate or dissolve itself in accordance with the law; provided that such Person’s assets (if any) are distributed to a Borrower or a Guarantor (or if such Subsidiary was not owned by a Borrower or a Guarantor, to the Subsidiary that is its parent) in connection with such liquidation or dissolution; (p) Dispositions of mortgage-related assets securing Mortgage Secured Financings; and (q) Dispositions of other property having a fair market value not to exceed (i) in the aggregate for any fiscal year of Essent, 15% of the Consolidated Net Worth of Essent and (ii) equipment in the aggregate from the Closing Date until the Latest Maturity Date, 30% of the Consolidated Net Worth of Essent, in each case, calculated as of the fiscal period most recently ended prior to the date of such Disposition for which the Borrower determines in good faith is uneconomicfinancial statements have been delivered pursuant to Sections 5.1(a) or (b).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of businessbusiness (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) equipment which the Borrower determines in good faith is Dispositions of property no longer used or useful to in the conduct of business, the business of the Borrower and its Restricted Subsidiaries and (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins cash and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a8.4(a), (b8.4(b) and (e8.4(e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) Capital Stock of any Restricted Subsidiary to the Borrower or any Subsidiary Guarantor and (ii) Capital Stock of any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (e) sale-leaseback transactions; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) any Subsidiary Guarantor to any other Loan Party and (c) any Restricted Subsidiary that is not a Subsidiary Guarantor to any other Restricted Subsidiary that is not a Subsidiary Guarantor or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) Asset Swaps; (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from the Borrower or any Subsidiary Guarantor shall be made (i) in compliance with Section 8.9 and (ii) to the extent not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted only to the extent permitted pursuant to Section 8.7; (o) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower); (p) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (q) any issuance or sale of Capital Stock in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (r) the issuance is an of Capital Stock by a Restricted Subsidiary that represents all or a portion of the consideration paid by the Borrower or a Restricted Subsidiary in connection with any Investment permitted by Section 7.7(f)8.7, to any including in connection with the formation of a joint venture with a Person other than a Restricted Subsidiary; (es) the Disposition Dispositions of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed property; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, no Default or Event of Default shall have occurred and been continuing or would result from such Disposition, (yii) consolidated tangible assets with respect to any Disposition pursuant to this Section 8.5(s) of property having an aggregate fair market value (determined as of the closing of such Disposition) that exceeds $10,000,000, the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries at shall have been validly released by all applicable creditors in writing, (B) any securities received by the Original Closing DateBorrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed $10,000,000 and (iii) such Disposition is for fair market value as reasonably determined by the Borrower in good faith; (ft) Dispositions of Capital Stock deemed to occur upon the Disposition exercise of Investments permitted pursuant to clauses (b)stock options, warrants or other equity derivatives or settlement of convertible securities if such Capital Stock represent (i), ) a portion of the exercise price thereof or (j), (kii) and (l) of Section 7.7withholding incurred in connection with such exercise; (gu) the Disposition termination, assignment or unwinding of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiariesany Hedge Agreement; and (iv) the Disposition other Dispositions of property having an aggregate fair market value not in excess of $10,000,000 (i) surplus property in the ordinary course of business and (ii) equipment which as determined by the Borrower determines in good faith is uneconomicfaith).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of businessbusiness (including the abandonment or other Disposition of Intellectual Property that is, (ii) equipment which in the Borrower determines in good faith is reasonable judgment of the Borrower, no longer economically practicable to maintain or useful to in the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting the business of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies and its Subsidiaries taken as a whole) and Dispositions of property no longer used or useful in the Net Cash Proceeds conduct of the Disposition business of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11the Borrowers and its Subsidiaries; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (eSection 8.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor; and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), of any Foreign Subsidiary’s Capital Stock to any other Foreign Subsidiary, the Borrower or any other Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datesale-leaseback transactions permitted by Section 8.11; (f) sales, transfers or dispositions by the Disposition Borrower or any of Investments permitted pursuant to clauses its Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (bi) no Default then exists or would result therefrom, (ii) the Borrower or such Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (i)iii) the aggregate proceeds received by the Borrower or such Subsidiary from all such sales, (j)transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, (k) and (liv) such non-strategic assets are sold, transferred or disposed of Section 7.7on or prior to the first anniversary of such Permitted Acquisition; (g) the Disposition sale of assets Securitization Assets to one or more Securitization Subsidiaries in connection with Sale-Leaseback Transactions permitted by Section 7.10a Permitted Securitization; (h) Dispositions of property from (a) the Disposition Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Subsidiary of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andthe Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party; (i) the Disposition Dispositions permitted by Section 8.3; (j) leases or subleases of (i) surplus property in the ordinary course of business and (ii) equipment which do not materially interfere with the conduct of the business of the Borrower determines or any of its Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) Dispositions of any Excluded Real Property; and (n) the Disposition of other property having a fair market value not to exceed $50,000,000 in the aggregate for any fiscal year if the consideration received from such Disposition is no less than fair market value of such assets (as determined in good faith by the Borrower) of which at least 75% is uneconomicreceived in cash or Cash Equivalents at the closing of such Disposition.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of EDH, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of EDH (i) to the Borrower or any Loan Party, and or (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed Loan Documents; (i) in any fiscal yearthe non-exclusive licensing of patents, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any timetrademarks, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Dispositioncopyrights, and (y) consolidated tangible assets other Intellectual Property rights in the ordinary course of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7business; (g) the Disposition of assets in connection with Sale-Leaseback Transactions property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted by under Section 7.107.8(e)(iii); (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of Real Property and security deposits required pursuant thereto; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property having a fair market value not to exceed $500,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e); (m) payments permitted under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3; and (n) Dispositions consisting of the issuance or sale of Capital Stock of EDH, including, without limitation, pursuant to an acquisition, IPO and any public follow-on offering, stock option plans, and the issuance of Capital Stock to third parties in connection with commercial agreements; provided that there is no Change of Control; provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) equipment which such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) if any Eligible Inventory or Eligible Accounts are sold pursuant to this Section 7.5(n) in any Disposition or series of related Dispositions and the fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)) of such assets is in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent a pro forma Borrowing Base Certificate, modified to give effect to such Dispositions so that the Administrative Agent may determine whether any prepayment is necessary to comply with Section 2.11(a); provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) solely with respect to (x) Dispositions of assets other than Inventory and Accounts of Loan Parties, any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $125,000,000 and (2) 37.5% of Consolidated EBITDA for the Reference Period and (y) Dispositions of Inventory and Accounts of Loan Parties, any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $25,000,000 and (2) 7.5% of Consolidated EBITDA for the Reference Period (in each case, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) thereof in the ordinary course of business consistent with past practice and (e); (d) the sale or issuance not as part of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaccounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such assets are exchanged for credit (j), on a fair market value basis) against the purchase price of similar or replacement assets or (kii) such asset is Disposed of for fair market value and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of assets in connection with Sale-Leaseback Transactions permitted eminent domain or by Section 7.10condemnation or similar proceeding of, any asset of any Group Member; (h) the Disposition non-exclusive licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business and of the Borrower or any Restricted Subsidiary; (iii) equipment which the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7, (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6 and (iii) Dispositions set forth on Schedule 7.5(l); and (m) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(m) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct ; Table of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11;Contents (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (eSection 8.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly Owned Subsidiary Guarantor; (e) the Disposition sale or lease of other property (including, without limitation, Capital Stock of Subsidiaries) so long as equipment systems in the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% ordinary course of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateBorrower’s business; (f) sales of equipment removed from hotel rooms in the Disposition ordinary course of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) business upon expiration of Section 7.7contract or renewals or upgrades thereof; (g) the Disposition non-exclusive licensing of assets Intellectual Property in connection with Sale-Leaseback Transactions permitted by Section 7.10the ordinary course of business; (h) the Disposition leases or subleases of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which do not interfere materially with the ordinary conduct of business of the Borrower determines or its Subsidiaries; (i) the sale, discount or other compromise for less than the face value thereof of notes or accounts receivable solely to settle disputes with the maker or account debtor thereof; (j) Dispositions of Property from the Borrower to any Subsidiary Guarantor, and from a Subsidiary to the Borrower or a Subsidiary Guarantor; (k) issuance and sale or disposition by any Subsidiary of its shares of Capital Stock to directors or members of a governing body similar to a board of directors in good faith is uneconomicorder to qualify such directors or members to serve as such under applicable law; (l) the sale of the Capital Stock of THN and IMN, or the sale of all or substantially all of the assets of IMN, in any such case, for the fair market value thereof, as reasonably determined by the Borrower; (m) the sale of the vacant parcel of fee simple real property located adjacent to the Mortgaged Property and described on Schedule 1.1 as ‘fee simple property held for sale’; and (n) the Disposition of other property having a fair market value not to exceed $20,000,000 in the aggregate in any fiscal year of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)the Disposition of used equipment for value in the ordinary course of business; (d) Dispositions permitted by clause (i) or (iii) of Section 7.4(d) and Dispositions of property of the Borrower to Wholly Owned Subsidiary Guarantors; (e) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) the licensing and sublicensing of technology in the ordinary course of business (including, intercompany licensing of Intellectual Property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall be considered to be transactions in the ordinary course of business); (g) the sale or discount, in each case without recourse, of overdue or doubtful account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (h) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a Permitted Acquisition to facilitate internal reorganizations; provided the aggregate value of such property transferred to Subsidiaries which are not Loan PartyParties, and together with the aggregate amount of Investments pursuant to Section 7.7(g) in assets not acquired by Loan Parties or in Capital Stock of Persons that do not become Loan Parties, shall not exceed $10,000,000; (iii) leases or subleases granted in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or its Subsidiaries; (j) Dispositions, to the extent such sale or issuance is an Investment constituting Liens permitted by Section 7.7(f)7.3, to any other SubsidiaryResticted Payments permitted by Section 7.6, Investments permitted by Section 7.7 or transactions permitted by Section 7.9; (ek) Dispositions consisting of involuntary loss, damage or destruction of property; and (l) the Disposition of other property (including, without limitation, Capital Stock to Persons which are not Affiliates of Subsidiaries) so long as or affiliated with the aggregate Borrower having a fair market value not to exceed $7,500,000 in the aggregate for any fiscal year of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed the Borrower; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to receives consideration at the time of such Disposition and at least equal to the fair market value (as determined in good faith by the Borrower) of the property disposed of, (ii) at any time, 2575% of the greater of (x) consolidated tangible assets of consideration therefor received by the Borrower is in the form of cash or Cash Equivalents and its Subsidiaries as determined immediately prior (iii) the Net Cash Proceeds resulting from such Disposition are reinvested pursuant to the time terms of such Disposition, and (y) consolidated tangible assets of a Reinvestment Notice or applied to prepay the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted Term Loans pursuant to clauses (bSection 2.11(b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, or issue or sell any shares of such Subsidiary’s its Capital Stock to any Person, except: (a) transactions in the ordinary course of business involving current assets or other assets classified in the applicable Person’s balance sheet as available for sale or trading (as defined in FAS 115), including the disposition in the ordinary course of business of any assets in its investment portfolio; (b) the Disposition of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance license (as licensor) of intellectual property so long as such license does not materially interfere with the business of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiaryof its Subsidiaries; (e) the Disposition release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (f) the granting or existence of Security (and foreclosure thereon) not prohibited by this Agreement; (g) the lease or sublease of real property so long as such lease or sublease does not materially interfere with the business of any Borrower or any of its Subsidiaries; (h) dividends not prohibited by Clause 17.3 (Restricted payments); (i) any ceding of insurance or reinsurance in the ordinary course of business; (j) Dispositions permitted by Clause 17.9(d)(i); (k) the sale or issuance of Capital Stock to the Parent or any Borrower; and (l) Dispositions of other property (including, without limitation, Capital Stock of Subsidiaries) during any fiscal year so long as the aggregate fair market value of all property Disposed disposed of pursuant by Parent and its Subsidiaries in such fiscal year (and not permitted by sub-clauses (a) to this paragraph (e), after giving effect to such Disposition, k) above) does not exceed (i) in any fiscal year, 1510% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower Parent and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at last day of the Original Closing Date; (f) prior fiscal year of the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomicParent.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition (including the abandonment of (iintellectual property) obsolete of obsolete, uneconomic, negligible or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.03(c); (di) the sale or issuance of any Subsidiary’s 's Capital Stock (i) to the any Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), of Capital Stock of the Company to any other Subsidiaryemployee, director or officer under any employment or compensation plans; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as sale by the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and Company or its Subsidiaries for such fiscal year as determined immediately prior to the time Halla of such Disposition their ownership interests in Halla Climate Control (Dalian) Co. Ltd. and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateVisteon Automotive Systems India Private Limited; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7Permitted Restructuring Transactions; (g) the Disposition sale or disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Receivables, any Related Security and any Other Securitization Assets pursuant to the European Facility or Permitted Receivables Financings; (h) any sale or disposition of assets pursuant to the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andOutsourcing Initiative; (i) Dispositions of the assets of any Foreign Subsidiary which is an Immaterial Subsidiary (and with respect to which the board of directors of the Company shall have determined that a liquidation, dissolution or insolvency proceeding is in the best interests of the Company and its Subsidiaries) in connection with the liquidation or dissolution of such Subsidiary or in connection with any proceeding of the type described in Section 7.01(i) so long as the Net Cash Proceeds of such Disposition are used to pay the liabilities of such Subsidiary or are otherwise transferred to a Group Member; 107 (j) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale by the Company or its Subsidiaries of the Specified Assets; (k) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of the Capital Stock of Halla so long as after giving effect to any such sale, the Company continues to hold, directly or indirectly, at least 51% of the equity interests of Halla; provided that the Net Cash Proceeds of any such sale are applied as required by Section 2.11(c); (l) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Disposition of other property not otherwise expressly permitted by this Section so long as (i) surplus the Consolidated EBITDA Disposition Percentage attributable to the assets to be Disposed of, together with the Consolidated EBITDA Disposition Percentage attributable to any other assets Disposed of pursuant to this Section 6.04(l) during the same fiscal year, does not exceed 15% in the aggregate and (ii) the aggregate Consolidated EBITDA Disposition Percentage of all such assets Disposed of subsequent to the Effective Date pursuant to this Section 6.04(l) does not exceed 25%; (m) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of assets with an aggregate fair market value not to exceed $175,000,000 (net of taxes, expenses, indebtedness, pension or OPEB liabilities paid or reserved for in connection with any such sale); (n) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Company and its Subsidiaries; (o) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (p) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Company and its Subsidiaries; (q) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) equipment which to a Governmental Authority as a result of condemnation; (r) Dispositions of Capital Stock to qualify directors where required by applicable Requirements of Law or to satisfy other requirements of applicable Requirements of Law with respect to the Borrower determines ownership of Capital Stock of Foreign Subsidiaries; 108 (s) Dispositions of Acquired Non-Core Assets; (t) Dispositions of the Capital Stock of any Joint Venture to the extent required by the terms of customary buy/sell type arrangements entered into in good faith is uneconomicconnection with the formation of such Joint Venture; and (u) Dispositions of assets to effect Investments permitted under Section 6.07.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, used, surplus or worn out property in the ordinary course of businessbusiness (including the abandonment or other Disposition of Intellectual Property that is in the reasonable judgment of the Borrower, no longer economically practicable to maintain or used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole), (ii) equipment which the Borrower determines in good faith is Dispositions of property no longer used or useful to in the conduct of business, the business of the Borrower and its Restricted Subsidiaries and (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins cash and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11Equivalents; (b) the sale of inventory or the licensing, sublicensing or other disposition of Intellectual Property in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a8.4(a), (b8.4(b) and (e8.4(e); (d) the sale or issuance of any Subsidiary’s Restricted Subsidiary’s(i) Capital Stock (i) of any Restricted Subsidiary to the Borrower or any Subsidiary Guarantor; and the sale or issuance of any(ii) Capital Stock of aany Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor, the Borrower or any other Subsidiary Guarantor; (e) sale-leaseback transactions permitted by Section 8.10; (f) sales, transfers or dispositions by the Borrower or any of its Restricted Subsidiaries of non-strategic assets purchased as part of a Permitted Acquisition, so long as (i) no Default then exists or would result therefrom, (ii) the Borrower or such Restricted Subsidiary receives at least fair market value (as determined in good faith by the Borrower), (iii) the aggregate proceeds received by the Borrower or such Restricted Subsidiary from all such sales, transfers or dispositions relating to a given Permitted Acquisition do not exceed 40% of the aggregate consideration paid for such Permitted Acquisition, and (iv) such non-strategic assets are sold, transferred or disposed of on or prior to the first anniversary of such Permitted Acquisition; (g) the sale of Securitization Assets to one or more Securitization Subsidiaries in connection with a Permitted Securitization; (h) Dispositions of property from (a) the Borrower to any Subsidiary Guarantor, (b) from any Subsidiary Guarantor to any other Subsidiary Guarantor and (c) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor or to any Loan Party; (i) Dispositions permitted by Section 8.3, Section 8.6 and Section 8.7; (j) leases or subleases of property in the ordinary course of business which do not materially interfere with the conduct of the business of the Borrower or any of its Restricted Subsidiaries taken as a whole; (k) Dispositions of property in connection with Recovery Events; (l) Dispositions of past due accounts receivable in connection with the collection, write down or compromise thereof in the ordinary course of business; (m) the Borrower or any Restricted Subsidiary may effect Permitted Exchanges in accordance with the definition thereofAsset Swaps; (n) sales, transfers, leases and other dispositions to a Foreign Subsidiary; provided, that any such sales, transfers, leases or other dispositions from the Borrower or a Restrictedany Subsidiary that is a Loan PartyGuarantor shall be made (i) in compliance with Section 8.9 and (ii) to the extent such sale or issuance is not made in compliance with Section 8.9, shall be treated as an Investment in such Foreign Subsidiary and shall be permitted by only to the extent permitted pursuant to Section 7.7(f), to any other Subsidiary8.7; (eo) Dispositions of Investments in joint ventures, to the Disposition of other property (includingextent required by, without limitation, Capital Stock of Subsidiaries) so long as or made pursuant to buy/sell arrangements between the aggregate joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value of all property Disposed of pursuant to this paragraph thereof (edetermined in good faith by the Borrower), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (fp) the Disposition sales, forgiveness or other dispositions of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property accounts receivable in the ordinary course of business and in connection with the collection or compromise thereof; (iiq) equipment which the Borrower determines in good faith is uneconomic.any issuance or sale of Equity InterestsCapital Stock in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; and

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, exceptexcept for: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), Section 8.4 (bother than Section 8.4 (d) and or (e)), Section 8.6 or Section 8.8; (d) the sale or issuance of any Subsidiary’s Capital Stock to Holdings or any Wholly Owned Subsidiary Guarantor (provided that the Capital Stock of the BA Loan Parties may not be sold or issued to any Non-BA Loan Party other than Holdings); (i) any Subsidiary of Holdings (other than a BA Loan Party) may Dispose of its assets to the Borrower BA, CA or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) any BA Loan Party may Dispose of its assets to the extent such sale or issuance another BA Loan Party that is an Investment permitted by Section 7.7(f), to any other Subsidiarya Wholly Owned Subsidiary of Holdings; (ef) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; (g) non-exclusive licenses with respect to Intellectual Property, leases or subleases granted to or from third parties in the ordinary course of business that do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of Holdings or any of its Subsidiaries; (h) the abandonment, expiration or other Disposition of any Intellectual Property that in the reasonable judgment of any Subsidiary of Holdings is not material to the business of such Subsidiary or otherwise of material value; (i) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (j) Dispositions resulting from 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 Subsidiary of Holdings; (k) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as having a fair market value not to exceed $20,000,000 in the aggregate for the term of this Agreement for not less than the fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed property; provided that (i) in any fiscal year, 1575% of the consolidated tangible assets consideration received in connection therewith consists of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition cash or Cash Equivalents and (ii) at any timethe proceeds of such Disposition are applied in accordance with Section 4.2(c); provided, 25% further, that the maximum amount of the greater of (x) consolidated tangible assets of the Borrower Dispositions permitted to be made by BA and its Subsidiaries as determined immediately prior pursuant to this clause (k) shall not exceed $8,750,000 in the time aggregate for the term of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datethis Agreement; (fl) Dispositions of property made in the ordinary course of business by a Subsidiary of Holdings to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property by such Subsidiary or (ii) the proceeds of such Disposition are promptly applied by such Subsidiary to the purchase price of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7such replacement property; (gm) Dispositions of Investments in joint ventures to the Disposition extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (n) (i) Dispositions of licenses to air-to-ground spectrum and assets related thereto to Bidco and (ii) Dispositions by BA to CA of assets acquired in connection with the Airfone Acquisition (as defined in Section 8.8(r)); and (o) (i) Dispositions of the assets listed on Schedule 8.5 in connection with Sale-Leaseback Transactions, (ii) Dispositions of cell towers acquired after the Closing Date in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (iiiii) equipment which Dispositions of Airborne Equipment after the Borrower determines Closing Date in good faith is uneconomicconnection with Sale-Leaseback Transactions.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of either Borrower, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions permitted by Section 6.3(a)(i) or (ii); (c) the sale or issuance of Capital Stock of any Subsidiary of either Borrower to either Borrower or any Wholly Owned Subsidiary Guarantor; (d) demise, bareboat, time voyage and other charter or lease arrangements pursuant to which either Borrower or any of its Subsidiaries charters or leases out a sea going vessel or tanker to another Person, provided that (i) such arrangements are entered into in the ordinary course of business consistent with past practice, (ii) such arrangements do not materially impair the value of the vessels or tankers subject to such arrangements and (iii) such arrangements involving any Collateral Vessels do not impair the security interest of the Administrative Agent in any Collateral Vessel (or the ability of the Administrative Agent to foreclose on each Collateral Vessel or exercise its remedies in respect thereof, in each case free of such arrangements) and such arrangements are subject in all respects to the Administrative Agent's Lien on such Collateral Vessels; (e) the sale or discount by either Borrower or any of its Subsidiaries in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable but only in connection with the compromise, settlement compromise or collection thereof;thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction); and (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (ef) the Disposition of other property (including, without limitation, other than shares of Capital Stock of Subsidiariesany Subsidiary of either Borrower), provided that (i) so long such Disposition is for consideration of at least 75% of which is cash or Cash Equivalents, (ii) such consideration is at least equal to the fair market value of the property being Disposed of, (iii) the Net Cash Proceeds of such Disposition shall be applied as and to the aggregate extent required by Section 2.5 to repay outstanding Loans and (iv) the fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does clause shall not exceed (i) $5,000,000 in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the Company, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete used, obsolete, worn out, damaged or worn out surplus property and equipment in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(aclauses (a), (bb)(x)(i), (b)(y)(i), (c) and (e)d) of Section 6.3; (d) the sale or issuance of any Subsidiary’s Capital Stock (i) of any Restricted Subsidiary to the Borrower Company or any Loan PartySubsidiary Guarantor or, and in the case of a Restricted Subsidiary that is not a Subsidiary Guarantor, to any Restricted Subsidiary (iiprovided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof (other than Group Members) to the extent such sale or issuance is an Investment permitted by Section 7.7(fnot dilutive to the ownership of the Company and its Restricted Subsidiaries), to any other Subsidiary; (e) the Disposition use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing or sublicensing of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition granting of assets in connection with Sale-Leaseback Transactions Liens permitted by under Section 7.106.2; (h) the Disposition of foreign assets and Dispositions which are required by Excluded Foreign Subsidiaries; andcourt order or regulatory decree or otherwise required or compelled by regulatory authorities; (i) licenses, sublicenses, leases or subleases with respect to any personal or real property or assets (other than Intellectual Property) granted to third Persons in the ordinary course of business (including the termination or expiration of any lease or real or personal property in accordance with its terms); provided, that the same do not in any material respect interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the Company and the Restricted Subsidiaries, taken as a whole; (j) Dispositions among the Company and the Restricted Subsidiaries; (k) the Disposition of assets described in Schedule 6.4; (l) the settlement, forgiveness or write-off of accounts receivable or sale of overdue accounts receivable for collection, compromise or settlement in the ordinary course of business; (m) Dispositions constituting (i) surplus Investments permitted under Section 6.6 excluding clause (t) thereof, (ii) Restricted Payments permitted under Section 6.5 or (iii) Sale Leaseback Transactions permitted under Section 6.9; (n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by foreclosure, condemnation or similar proceeding of, any property or asset or pursuant to a sale thereof to a purchaser with such power under threat of such a taking; (o) Dispositions of property in the ordinary course of business to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (p) the abandonment or cancellation of intellectual property, in the reasonable judgment of the Company, that is no longer used or useful in any material respect in the business of the Company and its Restricted Subsidiaries, taken as a whole; (q) the unwinding of any Swap Agreements; (r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (s) Dispositions of non-core assets acquired in a Permitted Acquisition by the Company or any of its Restricted Subsidiaries within 18 months of such Permitted Acquisition; (t) Any surrender or waiver of contract rights or settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business; (u) Dispositions pursuant to the Specified Foreign Restructuring; (v) so long as no Default or Event of Default has occurred and is continuing, the Disposition of other property; provided that (A) the Borrower or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise Disposed of, and (B) except in the case of a Permitted Asset Swap, not less than 75% of the consideration payable to the Company and its Restricted Subsidiaries in connection with such Disposition is in the -70- form of cash or Cash Equivalents; (provided, further that for purposes of this clause (u), (i) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this proviso that is at that time outstanding, not in excess of $20,000,000, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (ii) equipment which any securities, notes or other obligations or assets received by the Borrower determines or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Assets Sale, shall be deemed to be cash); (w) sales of assets received by the Company or any Restricted Subsidiary from Persons other than the Company or a Restricted Subsidiary upon foreclosure on a lien in favor of the Company of such Subsidiary; (x) any exchange of property of the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the Company or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Company or such Restricted Subsidiary, (b) the Company or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Company) in good faith is uneconomicand (c) such property will be received by the Company or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; and (y) Grants of credits and allowances in the ordinary course of business.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, ; (c) Dispositions permitted by Sections 7.4(b)(i)(A) and (b)(ii)(A); 112 (d) the sale or issuance of the Capital Stock of any Subsidiary of the Borrower (i) to the sale of inventory and suppliesBorrower or any other Loan Party, or (ii) leases by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party or (iii) in connection with any transaction that does not result in a Change of Control; (e) the use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) the non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and licenses of assets (including, without limitation, intellectual property rights) which do not interfere other Intellectual Property rights in any material respect with the conduct ordinary course of business, and ; (iiig) the Disposition of property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by the Group Member which acquires the property; (h) Dispositions of property subject to a Casualty Event; (i) leases or subleases of real property; (j) the sale, transfer, disposition or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise, settlement or collection thereof; (ck) any abandonment, lapse, cancellation, non-renewal, disposition or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith (i) is not material to Group Members’ business and (ii) the cost of maintaining such Intellectual Property would outweigh the benefit to Group Members of so maintaining it; (l) Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.8 and Liens permitted by Section 7.3; (m) Dispositions permitted by Sections 7.4(a)of other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Group Members so long as such Disposition is made for fair market value, (b) provided that at the time of any such Disposition, no Event of Default shall have occurred and (ebe continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans or the Revolving Loans, as applicable, in accordance with Section 2.12(e); (dn) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition Dispositions of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which that the Borrower applicable Group Member determines in good faith is uneconomicno longer used or useful in the business of such Group Member; (o) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) voluntary cancellations, terminations or surrender by any Group Member of any immaterial lease or license, (ii) the expiration of any option agreement in respect of real or personal property and (iii) the settlement of any litigation claims (to the extent such claims constitutes an asset), in each case, in the ordinary course of business; and 113 (q) Dispositions approved by the Administrative Agent.

Disposition of Property. Dispose Convey, sell, lease, transfer, assign, or otherwise dispose of any of its business or property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any PersonPerson (collectively, except“Transfer”), except for Transfers: (a) the Disposition of (i) obsolete or worn out property Inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) of worn-out or obsolete equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower or any of its Subsidiaries; (c) consisting of Permitted Liens and Investments permitted pursuant to Section 7.8; (d) consisting of the sale or issuance of any stock of Borrower so long as such sale or issuance would not result in a Change of Control; provided that, for any such sale or issuance which will result in a change in ownership of at least 20% of the outstanding voting stock of Borrower on a fully diluted basis, Borrower provides the Administrative Agent (which shall promptly provide such notice to the Lenders) not less than five (5) Business Days’ (or such shorter period as may be agreed to by the Required Lenders) prior written notice of such sale or issuance, specifying the purchasers of such stock, any “know your customer” information required by the Administrative Agent or any Lender, the terms of such sale or issuance, and the total sale or issuance proceeds to be received by Borrower; (e) consisting of Borrower’s or its Subsidiaries’ use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) consisting of non-exclusive licenses for the use of the property of Borrower or any of its Subsidiaries in the ordinary course of business; (g) consisting of licenses of Intellectual Property that is not material to the business of Borrower or its Subsidiaries granted to their customers in the ordinary course of business; (h) consisting of Intellectual Property that is or will be jointly owned by Borrower and UiPath Romania, so long as such Intellectual Property remains solely and jointly owned by such Persons; (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do from any Subsidiary that is not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) a co-borrower under this Agreement to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is Subsidiary other than an Investment permitted by Section 7.7(f), to any other Immaterial Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (ij) the from any Loan Party to any other Loan Party; provided, however, that any Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines made pursuant to this Section 7.5 shall be made in good faith is uneconomicon an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its propertyProperty (including, receivables and leasehold interests and the Liquidation of Hedging Agreements), whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, restructuring, recapitalization, reorganization or amalgamation) to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn worn-out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of businessDispositions permitted by Section 6.4(b), (i) the sale of inventory Investments permitted by Section 6.8 and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofRestricted Payments permitted by Section 6.6; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)the sale or issuance of any Restricted Subsidiary’s Capital Stock to Borrower or any Wholly Owned Subsidiary Guarantor; (d) the sale or issuance of any Subsidiary’s Capital Stock inventory (iincluding Hydrocarbons sold as produced) to which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Hydrocarbons shall obligate Borrower or any Loan Party, and (ii) of its Restricted Subsidiaries to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiarydeliver Hydrocarbons at a future date without receiving full payment therefor within 90 days after delivery; (e) the Disposition issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datecash; (f) the Disposition Dispositions of Investments permitted pursuant to clauses (b)claims against customers, (i)working interest owners, (j)other industry partners or any other Person in connection with workouts or bankruptcy, (k) and (l) of Section 7.7insolvency or other similar proceedings with respect thereto; (g) Dispositions of funds collected for the Disposition beneficial interest of, or of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10the interests owned by, royalty, overriding royalty or working interest owners; (h) abandonment of Properties not capable of producing Hydrocarbons in paying quantities after expiration of their primary terms; (i) any Casualty Recovery Event, provided that the Disposition of foreign assets and proceeds thereof are applied as permitted under Section 2.7(c); (j) Permitted Asset Swaps; (k) Dispositions by Excluded Foreign Subsidiariesany Loan Party to the Borrower or any other Loan Party; (l) Dispositions of cash and Cash Equivalents; (m) Dispositions of Hydrocarbon Interests and Liquidations of Additional Hedging Agreements in any 12-month period not to exceed, in the aggregate, $50,000,000; provided (i) no Default or Event of Default shall have occurred and be continuing on the date thereof or would result therefrom, (ii) such Dispositions are for the fair market value thereof and at least 75% of the consideration received in such Disposition is cash and (iii) the Net Cash Proceeds therefrom are applied as required under Section 2.7(c) and at all times prior to such application such proceeds held in a deposit account subject to an Acceptable Security Interest; and (in) Liquidations of Hedging Agreements in order to comply with the Disposition of (i) surplus property proviso set forth in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomicSection 6.16(b).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, exceptexcept for: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), Section 8.4 (bother than Section 8.4 (d) and or (e)), Section 8.6 or Section 8.8; (d) the sale or issuance of any Subsidiary’s Capital Stock to Holdings or any Wholly Owned Subsidiary Guarantor (provided that the Capital Stock of the BA Loan Parties may not be sold or issued to any Non-BA Loan Party other than Holdings); (i) any Subsidiary of Holdings (other than a BA Loan Party) may Dispose of its assets to the Borrower BA, CA or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) any BA Loan Party may Dispose of its assets to the extent such sale or issuance another BA Loan Party that is an Investment permitted by Section 7.7(f), to any other Subsidiarya Wholly Owned Subsidiary of Holdings; (ef) Dispositions of cash or Cash Equivalents in the ordinary course of business in transactions not otherwise prohibited by this Agreement; (g) non-exclusive licenses with respect to Intellectual Property, leases or subleases granted to or from third parties in the ordinary course of business that do not materially detract from the value of any Collateral or materially interfere with the ordinary conduct of the business of Holdings or any of its Subsidiaries; (h) the abandonment, expiration or other Disposition of any Intellectual Property that in the reasonable judgment of any Subsidiary of Holdings is not material to the business of such Subsidiary or otherwise of material value; (i) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice; (j) Dispositions resulting from 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 Subsidiary of Holdings; (k) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as having a fair market value not to exceed $20,000,000 in the aggregate for the term of this Agreement for not less than the fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed property; provided that (i) in any fiscal year, 1575% of the consolidated tangible assets consideration received in connection therewith consists of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition cash or Cash Equivalents and (ii) at any timethe proceeds of such Disposition are applied in accordance with Section 4.2(c); provided, 25% further, that the maximum amount of the greater of (x) consolidated tangible assets of the Borrower Dispositions permitted to be made by BA and its Subsidiaries as determined immediately prior pursuant to this clause (k) shall not exceed $8,750,000 in the time aggregate for the term of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datethis Agreement; (fl) Dispositions of property made in the ordinary course of business by a Subsidiary of Holdings to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property by such Subsidiary or (ii) the proceeds of such Disposition are promptly applied by such Subsidiary to the purchase price of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7such replacement property; (gm) Dispositions of Investments in joint ventures to the Disposition extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) Dispositions of licenses to air-to-ground spectrum and assets related thereto to Bidco and (ii) Dispositions by BA to CA of assets acquired in connection with the Airfone Acquisition (as defined in Section 8.8(r)); and (o) (i) Dispositions of the assets listed on Schedule 8.5 in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which Dispositions of cell towers acquired after the Borrower determines Closing Date in good faith is uneconomicconnection with Sale-Leaseback Transactions.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) equipment which such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (ii) at least 75% of the total consideration for any such Disposition in excess of $25,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $125,000,000 and (2) 37.50% of Consolidated EBITDA for the most recently ended Reference Period (or, at the Borrower’s election, as of the date of the most recently ended Reference Period at entry into a binding agreement with respect to such Disposition) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, damaged or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly Owned Subsidiary Guarantor; (e) the Disposition non-exclusive licensing of other property (including, without limitation, Capital Stock Intellectual Property in the ordinary course of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebusiness; (f) the a Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7cash or Cash Equivalents; (g) the Disposition sale, lease, transfer or other disposition of assets accounts in connection with Sale-Leaseback Transactions permitted by Section 7.10the ordinary course of business for collection and not for financing purposes; (h) the Disposition leases, subleases, licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which do not materially interfere with the business of the Borrower determines and its Subsidiaries taken as a whole; (i) transfers of property subject to any casualty or other insured damage or any taking under power of eminent domain or by condemnation or any similar proceedings; (j) the discount or other compromise for less than the face value thereof, notes or accounts receivable in good faith is uneconomicorder to resolve disputes that occur in the ordinary course of business; (k) Dispositions of Property from the Borrower to any Subsidiary Guarantor, and from a Subsidiary to the Borrower or a Subsidiary Guarantor; (l) issuance and sale or disposition by any Subsidiary of its shares of Capital Stock to directors or members of a governing body similar to a board of directors in order to qualify such directors or members to serve as such under applicable law; (m) the sale of vehicles in the ordinary course of business; and (n) so long as no Event of Default shall have occurred and be continuing, or would result from such Disposition, the Disposition of other property having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of the Borrower.

Disposition of Property. Each of the Borrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, Dispose of any of its propertyproperty (including any Capital Stock of the Borrower or any of its Subsidiaries), whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings or the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock (including pursuant to any merger, consolidation, recapitalization or other transaction) to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofsales to Subsidiaries; (c) Dispositions permitted by Sections 7.4(aSection 6.4(ii), (b) and iii), or (eiv); (d) the sale sale, transfer or issuance of any Subsidiary’s Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any Loan Party, and Wholly Owned Subsidiary Guarantor or (ii) to the extent such sale or issuance is an Investment as permitted by Section 7.7(f6.4(i), to any other Subsidiary(ii) or (iii); (e) the Disposition of other property (including, without limitation, other than Capital Stock of SubsidiariesMerisant Company (prior to the Permitted Merger) so long as or any Included Subsidiary) having a Fair Market Value not to exceed $25,000,000 in the aggregate fair market value for all such Dispositions in any Fiscal Year; provided, however, that, Dispositions related to the Borrower’s plan known as “Project Arrow” and related restructuring, shall be permitted notwithstanding the foregoing provisions of all property Disposed of pursuant to this paragraph clause (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) agreements by the Disposition Borrower or any of Investments permitted pursuant its Subsidiaries granting to clauses (b)any third person any right to use any trademark or copyright owned by the Borrower or such Subsidiary, (i)provided, (j)however, (k) and (l) that such agreements shall be made in such Loan Party’s ordinary course of Section 7.7business; (g) Prior to the Disposition Permitted Merger, the issue or sale by the Borrower of assets in connection its Capital Stock (or capital contributions with Sale-Leaseback Transactions permitted by Section 7.10;respect thereof) to Holdings; and (h) the Disposition to Sweet Simplicity JV by the Borrower or other Subsidiaries of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition Borrower of (i) surplus property in Intellectual Property necessary for the ordinary course manufacture, distribution and marketing of business all-natural, zero or low calorie sweeteners or sweetened food products to be marketed under the Sweet Simplicity® trademark, and (ii) equipment which other property and assets related to such Intellectual Property in an aggregate amount (valued at cost) not to exceed the aggregate amount of Investments permitted under Section 6.8(h); provided, in either case, the Borrower determines in good faith is uneconomicshall receive an opinion from an reputable independent third party appraiser stating that each of the Borrower and/or such Subsidiaries of the Borrower has received Fair Market Value for the Disposition of such Intellectual Property and/or other property and assets contributed to Sweet Simplicity JV, as applicable.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of real estate no longer useful in the business of the Borrower and its Subsidiaries; (c) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock Dispositions permitted by clause (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by of Section 7.7(f7.4(b), to any other Subsidiary; (e) the Disposition Dispositions of inventory and other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior related to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property Core Businesses in the ordinary course of business and to the extent such inventory and property are no longer useful to Borrower and its Subsidiaries; (f) Dispositions of the Capital Stock or assets of Excluded Subsidiaries so long as (i) no Default or Event of Default shall then exist or would exist after giving effect thereto and (ii) equipment which the Borrower determines shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Dispositions (x) on a Pro Forma Basis, the Borrower is in good faith compliance with the financial covenants set forth in clauses (a) and (b) of Section 7.1 as of the most recently ended fiscal quarter for which financial statements have been delivered hereunder and (y) the Borrower is uneconomicin compliance with the liquidity covenant set forth in Section 7.1(c) as of the date of such Disposition; (g) the sale or issuance in the ordinary course of business of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; and (h) so long as no Default or Event of Default shall then exist or would exist after giving effect thereto, the Disposition of other property having a fair market value not to exceed $25,000,000 in the aggregate for any fiscal year of the Borrower; provided that the aggregate amount of Dispositions made pursuant to this clause (h) may not exceed $75,000,000 over the term of this Agreement.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; ; (b) Dispositions of inventory, equipment, cash and Cash Equivalents, in each case, in the ordinary course of business, ; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor or on a pro rata basis to the owners of its Capital Stock; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (cf) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) licenses and sublicenses and similar rights granted with respect to Intellectual Property granted in the ordinary course of business; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is not a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Sections 7.4(aSection 7.7, (ii) Dispositions of assets to the extent that 100 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v.2 such Disposition constitutes a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) any sale, issuance, conveyance, transfer, participation, factoring, lease or other disposition of Securitization Assets in connection with a Qualified Securitization Transaction; (n) other Dispositions of assets (including Capital Stock); provided that (A) it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (bB) at least 75% of the total consideration for any such Disposition in excess of $10,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (C) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists) and (e); (dD) the sale requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (B) above, the following shall be deemed to be cash: (I) any liabilities (as shown on the Borrower’s or issuance of any such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (II) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (III) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); (o) other Dispositions in any fiscal year of other property having a fair market value not to exceed 7.5% of Consolidated Total Assets when made; provided that (i) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith and (ii) no Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Event of Default exists); (p) Dispositions (i) to or by the Insurance Subsidiary of Capital Stock of the Borrower, (iii) to or by the Insurance Subsidiary of Indebtedness described in Section 7.2(r) to the Borrower or any Wholly Owned Subsidiary that is a Loan Party, Party and (iiiii) by the Insurance Subsidiary effected solely for the purpose of liquidating assets in order to permit the extent such sale or issuance is an Investment permitted by Section 7.7(f), Insurance Subsidiary to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant pay expenses and to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets make payments on insurance claims of the Borrower and or any of its Restricted Subsidiaries for such fiscal year as determined immediately prior to with the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time proceeds of such Disposition, and ; (yq) consolidated tangible assets Dispositions of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus real property in the ordinary course to the extent such real property is Disposed of business for fair market value and the proceeds of such Disposition are applied within 360 days to the purchase price of similar or replacement real property; (iir) equipment which Dispositions of non-core assets acquired in connection with any acquisition or Investment permitted hereunder; provided that (i) the Consolidated EBITDA generated by such non-core assets (as determined by the Borrower determines in good faith is uneconomic.faith) shall not have been included in the calculation of Consolidated EBITDA in respect of any testing of ratios or governors on a Pro Forma 101 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v.2

Disposition of Property. Dispose of Borrower will not, and will not permit any of its propertySubsidiaries (other than Non-Recourse Subsidiaries) to, whether now owned enter into an Asset Disposition, directly or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Personindirectly, except: (a) the Disposition of Asset Dispositions pursuant to which (i) obsolete Borrower or worn out property its Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of such Property, except in the case of (A) a Bargain Purchase Contract (as such term is defined in the Indenture) entered into in the ordinary course of business, (B) a transfer of a drilling rig or rigs and related equipment between Borrower and one of its Subsidiaries if no Default exists at the time of such transfer or would result therefrom, or (C) an Asset Disposition resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss; (ii) equipment which at least 75% of such consideration consists of Cash Proceeds (or the assumption of Debt of Borrower determines in good faith is no longer useful or such Subsidiary relating to the conduct Capital Stock or Property that was the subject of business, such disposition and the release of Borrower or such Subsidiary from such indebtedness); and (iii) assets subject after giving effect to a Recovery Eventsuch disposition, (iv) assets consisting the total noncash consideration from all dispositions held by Borrower and its Subsidiaries, including noncash consideration described in the second sentence of trade-ins and exchanges for similar assets, and (v) the definition of "Cash Proceeds" which is not converted into cash within twelve 12 months after the consummation of a Permitted Acquisitionrelated dispositions, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any then outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11is not greater than $25,000,000; (b) the sale of drill-string components, inventory (other than drilling rigs) and obsolete and worn-out equipment in the ordinary course of business; (c) any drilling contract, charter (bareboat or otherwise) or other lease of property entered into by Borrower or any Subsidiary (including, without limitation, bareboat charters by Borrower to any Subsidiary other than any Non-Recourse Subsidiary) in the ordinary course of business; provided, however, that (i) any such contract, charter or other lease affecting any Drilling Rig shall be for full and fair consideration payable to Borrower, and with respect to such contracts, charters or other leases other than drilling contracts entered into in the sale ordinary course of inventory business, shall be in form and suppliessubstance satisfactory to the Agent and shall expressly include terms and provisions in form and substance satisfactory to the Agent to the effect that the parties thereto acknowledge the existing Lien on such Drilling Rig securing the Acquisition Loans Obligations and agree that such Lien securing such obligations is prior to, and will not in any way be affected by, such contract, charter or other lease and (ii) leases and licenses neither Borrower nor any of assets (includingits Subsidiaries shall enter into any such contract, without limitation, intellectual property rights) which do not interfere in any material respect charter or lease with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e);a Non-Recourse Subsidiary. (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower a Restricted Payment permitted under Section 9.4 or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by under Section 7.7(f), to any other Subsidiary9.5; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% transfer of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior Non-Recourse Rigs to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateone or more Non-Recourse Subsidiaries; (f) the Disposition conveyance, transfer or other disposition of Investments permitted rigs pursuant to clauses (b)which such rigs are exchanged for rigs of a like kind, (i)i.e. barge rigs may be exchanged for barge rigs and jackup rigs may be exchanged for jackup rigs, (j), (k) and (l) of Section 7.7;having an equivalent value; and (g) the Disposition issuances or dispositions of assets Capital Stock permitted under Section 9.6. Provided, in connection with Sale-Leaseback Transactions permitted by Section 7.10no event shall Borrower sell, transfer, encumber or otherwise dispose of any Drilling Rig, except for: (a) Permitted Liens; (hb) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property Drilling Contracts entered into in the ordinary course of business and business; and (iic) equipment which the Borrower determines in good faith is uneconomicDisposition of Drilling Rig components that have been replaced by components of equal or better quality.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory business and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect consistent with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofpast practice; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (di) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any other Loan Party, and or (ii) to for fair market value in connection with any transaction that does not result in a Change of Control; (d) the extent such sale use or issuance transfer of money, cash or Cash Equivalents in a manner that is an Investment permitted not prohibited by Section 7.7(f), to any the terms of this Agreement or the other SubsidiaryLoan Documents; (e) the Disposition licensing of Patents, Trademarks, Copyrights and other property (including, without limitation, Capital Stock Intellectual Property rights in the ordinary course of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, business and that does not exceed (i) in any fiscal year, 15% materially interfere with the ordinary course of business of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Parties; (f) the Disposition of Investments permitted pursuant to clauses (b), property (i)) by any Loan Party to any other Loan Party, (j), (k) and (lii) of Section 7.7by any Subsidiary that is not a Loan Party to any other Group Member; (g) the Disposition Dispositions of assets property subject to a Casualty Event in connection with Sale-Leaseback Transactions permitted by Section 7.10good faith on an arm’s length basis; (h) the Disposition leases or subleases of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andreal property or equipment on an arm’s length basis for fair market value; (i) the Disposition sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof, other than pursuant to clause (l) below; (j) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (k) Dispositions made on an arm’s length basis for fair market value of other property having an aggregate fair market value not to exceed (i) surplus $25,000,000 in the aggregate in any fiscal year of the Borrower or (ii) $50,000,000 in the aggregate during the term of the Facilities; provided that, at the time of any such Disposition made in reliance on this clause (k), no Event of Default shall have occurred and be continuing or would result from any such Disposition; (l) Dispositions of Accounts in the ordinary course of business, not to exceed $5,000,000 on an annual basis, pursuant to supply chain finance or receivables finance arrangements; (m) payments permitted under Section 7.6, Investments permitted under Section 7.7, and Liens permitted under Section 7.3; (n) Dispositions of equipment or real property on an arm’s length basis to the extent that (i) such property is exchanged for credit against the purchase price of property used or useful in the business of any Group Member or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such property; (o) any Foreign Subsidiary of the Borrower may sell or Dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (p) each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business and to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect; (iiq) equipment which to the extent constituting a Disposition, the issuance by the Borrower determines of its Equity Interests, so long as no Change of Control would result; and (r) Dispositions made on or after the Closing Date by any Loan Party to any Subsidiary (including any Foreign Subsidiary) that is not a Loan Party; provided that no Disposition made at any time in good faith reliance on this clause (r) shall cause the Foreign Investment Limit in effect at such time to be exceeded. Notwithstanding the foregoing or any provision to the contrary in any Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall cause the Foreign Investment Limit in effect at such time to be exceeded. In addition, no Loan Party or Subsidiary shall consummate any transaction that results in the sale, transfer, lease or other disposition (whether by way of any Restricted Payment, Investment, Lien, sale, conveyance, transfer or other disposition, and whether in a single transaction or a series of transactions) of Material Intellectual Property other than (x) to a Subsidiary that is uneconomica Loan Party or (y) from a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; provided that the Loan Parties and their Subsidiaries may grant non-exclusive licenses of any Intellectual Property in the ordinary course of business so long as the Loan Parties and Subsidiaries, as applicable, retain the beneficial ownership and the same rights to use such Intellectual Property as held prior to such license.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition (including the abandonment of (iintellectual property) obsolete of obsolete, uneconomic, negligible or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.3(b); (di) the sale or issuance of any Subsidiary’s 's Capital Stock (i) to the Borrower or any Loan Party, Subsidiary Guarantor and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), of Capital Stock of the Borrower to any other Subsidiary;employee, director or officer under any employment or compensation plans; and (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of sale by the Borrower and or its Subsidiaries for such fiscal year as determined immediately prior to the time Halla Climate Control Corporation of such Disposition their ownership interests in Halla Climate Control (Dalian) Co. Ltd. and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateVisteon Automotive Systems India Private Limited; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7Permitted Restructuring Transactions; (g) the Disposition sale or disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Receivables, any Related Security and any Other Securitization Assets pursuant to the Proposed European Financing or Permitted Receivables Financings; (h) any sale or disposition of assets pursuant to the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andOutsourcing Initiative; (i) Dispositions of the assets of any Foreign Subsidiary which is an Immaterial Subsidiary (and with respect to which the Board of Directors of the Borrower shall have determined that a liquidation, dissolution or insolvency proceeding is in the best interests of the Borrower and its Subsidiaries) in connection with the liquidation or dissolution of such Subsidiary or in connection with any proceeding of the type described in Section 7.1(f) so long as the Net Cash Proceeds of such Disposition are used to pay the liabilities of such Subsidiary or are otherwise transferred to a Group Member; (j) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale by the Borrower or its Subsidiaries of the Specified Assets; (k) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of the Capital Stock of Halla Climate Control Corporation so long as after giving effect to any such sale, the Borrower continues to hold, directly or indirectly, at least 51% of the equity interests of Halla Climate Control; provided that the Net Cash Proceeds of any such sale are applied as required by Section 2.5(b); (l) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Disposition of other property not otherwise expressly permitted by this Section so long as (i) surplus the Consolidated EBITDA Disposition Percentage attributable to the assets to be Disposed of, together with the Consolidated EBITDA Disposition Percentage attributable to any other assets Disposed of pursuant to this Section 6.4(l) during the same fiscal year, does not exceed 15% in the aggregate and (ii) the aggregate Consolidated EBITDA Disposition Percentage of all such assets Disposed of subsequent to the Closing Date pursuant to this Section 6.4(l) does not exceed 25%; (m) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the sale of assets with an aggregate fair market value not to exceed $175,000,000 (net of taxes, expenses, indebtedness, pension or OPEB liabilities paid or reserved for in connection with any such sale); (n) Dispositions of Cash Equivalents in the ordinary course of business in connection with the cash management activities of the Borrower and its Subsidiaries; (o) Dispositions of accounts receivable in connection with compromise, write down or collection thereof in the ordinary course of business and consistent with past practice; (p) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (q) transfer of property subject to a Recovery Event (i) upon receipt of Net Cash Proceeds of such Recovery Event or (ii) equipment which to a Governmental Authority as a result of condemnation; (r) Dispositions of Capital Stock to qualify directors where required by applicable Requirements of Law or to satisfy other requirements of applicable Requirements of Law with respect to the Borrower determines in good faith is uneconomic.ownership of Capital Stock of Foreign Subsidiaries;

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) thereof in the ordinary course of business consistent with past practice and (e); (d) the sale or issuance not as part of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaccounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such assets are exchanged for credit (j), on a fair market value basis) against the purchase price of similar or replacement assets or (kii) such asset is Disposed of for fair market value and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of assets in connection with Sale-Leaseback Transactions permitted eminent domain or by Section 7.10condemnation or similar proceeding of, any asset of any Group Member; (h) the Disposition non-exclusive licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business and of the Borrower or any Restricted Subsidiary; (iii) equipment which the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (ii) at least 75% of the total consideration for any such Disposition in excess of $25,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $125,000,000 and (2) 5.00% of Consolidated Total Assets (as of the date of such disposition (or, at the Borrower’s election, as of the date of entry into a binding agreement with respect to such Disposition) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or obsolete, worn out or surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b7.4(b)(i)(A) and (eb)(ii)(A); (d) the sale or issuance of any Subsidiary’s the Capital Stock of a Subsidiary of the Borrower (i) to the Borrower or any other Loan Party, and or (ii) by a Subsidiary that is not a Loan Party to the extent such sale another Subsidiary that is not a Loan Party or issuance is an Investment permitted by Section 7.7(f), to (iii) in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets property (i) from any Loan Party to any other Loan Party, and (ii) from any Group Member (which is not a Loan Party) to any other Group Member; provided that in connection with Sale-Leaseback Transactions permitted each case in which there is a Lien over the relevant property in favor of the Administrative Agent in advance of the Disposition, an equivalent Lien will be granted to the Administrative Agent by Section 7.10the Group Member which acquires the property; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of real property; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property having a fair market value not to exceed $5,000,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and (m) Restricted Payments permitted by Section 7.6 (including the unwinding, settlement or termination of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction in accordance with the terms of Section 7.6), Investments permitted by Section 7.8 and Liens permitted by Section 7.3. provided, however, that any Disposition made pursuant to this Section 7.5 (other than Dispositions (x) solely between Loan Parties, (y) Dispositions solely between Group Members that are not Loan Parties or (z) Dispositions between a Loan Party and a Group Member that is not a Loan Party in which the terms thereof in favor of a Loan Party are at least arm’s length terms) shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of Holdings, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections Section 7.4(a), (b) and ), (d), (e) or (f)); (d) the sale or issuance of any Subsidiary’s the Capital Stock (i) of any Subsidiary to any Group Member, provided, that such Capital Stock shall be pledged as collateral for the Borrower or any Loan Party, and (ii) Obligations to the extent such sale or issuance is an Investment permitted required by Section 7.7(f), to any other Subsidiary6.9; (e) the Disposition use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing of Investments permitted pursuant patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business, and the abandonment of patents, trademarks, copyrights, and other Intellectual Property rights that the holder thereof determines, in its reasonable business judgment is no longer material to clauses (b), (i), (j), (k) and (l) of Section 7.7its business; (g) the sale, transfer or other disposition of CLP Assets consisting of overdue and delinquent accounts pursuant to CLP Assets Disposition Agreements in the ordinary course of assets in connection business consistent with Sale-Leaseback Transactions permitted by Section 7.10past practice; (h) the Disposition sale, issuance, transfer or other disposition of foreign the Capital Stock of, or of any assets and Dispositions by Excluded Foreign Subsidiaries; andof any Non-Loan Party; (i) the Disposition issuance of (i) surplus property Capital Stock by an SPE in the ordinary course of business connection with any Non-Recourse CLP Financing and (ii) equipment which the sale, transfer or other disposition of CLP Assets as set forth in the definition of the term “Non-Recourse CLP Financing” to an SPE or, in the case of sales, transfers or other dispositions by an SPE, to any other Person in connection with Non-Recourse CLP Financing; and (j) the Disposition of other property of a Loan Party (other than the Capital Stock of any Borrower determines or Non-Loan Party Borrower) having a fair market value not to exceed $15,000,000 in good faith is uneconomicthe aggregate for any Fiscal Year.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete, worn out, retired or surplus property (iother than current assets) obsolete in the ordinary course of business and Dispositions of property (other than current assets) no longer used or worn out property useful in the conduct of the business of Group Members; (b) Dispositions of inventory and Cash Equivalents in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiarySubsidiary Guarantor; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% Dispositions consisting of the consolidated tangible assets sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the Borrower collection, compromise or settlement thereof in the ordinary course of business and its Subsidiaries for such fiscal year not as determined immediately prior to the time part of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datea financing transaction; (f) Dispositions of property to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such property is exchanged for credit against the purchase price of similar replacement property or (j), (kii) and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of such replacement property; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Dispositions resulting from casualty events; (h) licenses, sublicenses, leases and subleases of Intellectual Property of the Disposition Group Members in the ordinary course of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andbusiness; (i) the Disposition of any property acquired in connection with a Permitted Acquisition; (j) the Disposition of other property having a fair market value not to exceed $10,000,000 in the aggregate for any period of two fiscal years of the Borrower; (k) Dispositions of other property in an aggregate amount not to exceed $25,000,000; provided that (i) surplus such Disposition shall be made for fair value (determined as if such Disposition was consummated on an arms’-length basis), (ii) the consideration for such sale or other disposition consists of at least 75% in cash and Cash Equivalents and (iii) no Event of Default then exists or would result therefrom; (l) Dispositions by any Restricted Subsidiary that is not a Loan Party to any other Restricted Subsidiary that is not a Loan Party; (m) Dispositions of intangible property to Foreign Subsidiaries that are Restricted Subsidiaries made as part of the tax planning strategy of the Borrower and its Subsidiaries; provided that (i) the aggregate consideration received or receivable in respect of any such Disposition pursuant to this clause (m) shall be in an amount not less than the ordinary course of business fair market value thereof and (ii) equipment which the aggregate fair market value (as reasonably determined by the Borrower) of all assets transferred under this clause (m) after the Amendment No. 2 Effective Date shall not exceed the greater of (x) $150,000,000 and (y) 15% of the consolidated total assets of the Borrower determines in good faith is uneconomicand its Restricted Subsidiaries; and (n) the Disposition or termination of any Swap Contract of Permitted Equity Derivative Instruments or the entry into any Permitted Equity Derivative Instruments.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business and Dispositions of Cash Equivalents in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)Section 6.4; (d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as, on the last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant thereto and that are then outstanding shall not exceed the Factoring Basket then in effect; (e) Dispositions pursuant to sale and leaseback transactions permitted pursuant to Section 6.11; (f) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to Wholly Owned Subsidiary Guarantor or the extent such sale or issuance is an Investment permitted by Section 7.7(f), of any Excluded Subsidiary’s Capital Stock to any other Excluded Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) (i) any Permitted Asset Sales; provided that the Disposition of assets in connection with Sale-Leaseback Transactions permitted Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 7.102.5 and (ii) any Disposition that does not constitute an “Asset Sale” pursuant to clause (ii) of the definition thereof; (h) Dispositions in connection with the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andU.K. Dissolution or the Company Voluntary Arrangements; (i) the Disposition Dispositions constituting Investments permitted by Sections 6.8(j); (j) Dispositions consisting of (i) surplus property operating leases to Loan Parties, (ii) operating leases to Joint Ventures of assets at a fair market value in an aggregate amount not to exceed at any date the Joint Venture Basket then in effect and (iii) operating leases to Excluded Subsidiaries of assets at a fair market value in an aggregate amount not to exceed at any date the Intercompany Basket then in effect; (k) intercompany Dispositions necessary in order to effect the Tax Restructuring; (l) the non-exclusive licensing of Intellectual Property in the ordinary course of business and (ii) equipment which in a manner consistent with past practices of the Borrower determines and its Subsidiaries and the exclusive licensing of Intellectual Property in good faith the ordinary course of business in a manner consistent with past practices of the Borrower and its Subsidiaries so long as such license is uneconomicexclusive only as to geographic area or use; (m) transfers of accounts receivable and related rights by F-M Canada to the Borrower; (n) involuntary dispositions consisting of property or casualty events or condemnation proceedings, in each case resulting in a Recovery Event; (o) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations; (p) the W▇▇▇▇▇ Lighting Divestiture; and (q) Dispositions of Receivables and Related Security pursuant to Securitization Transactions that are non-recourse to any Group Member (except for Standard Securitization Undertakings).

Disposition of Property. Dispose The Borrower will not, and will not permit any Subsidiary to, sell, lease, assign, transfer, or otherwise dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: except (a) the Disposition dispositions of (i) obsolete or worn out property inventory, credit card receivables and student loans in the ordinary course of business, including any sale or other transfer pursuant to a securitization; (iib) equipment which the Borrower determines dispositions of assets reasonably and in good faith is determined by the Borrower or such Subsidiary to be obsolete or no longer useful necessary to the conduct its business if no Default exists or would result therefrom; (c) any sale, lease, assignment, transfer or other disposition of businessassets of a Subsidiary as a result of a transaction permitted by Section 8.3, (iiid) assets subject to a Recovery Eventlicenses, sublicenses, leases and subleases of intellectual property, general intangibles, or other property (iv) assets consisting of trade-ins and exchanges for similar assetsother than Capital Stock), and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) each case in the ordinary course of business, that do not materially interfere with the business of the Borrower and the Subsidiaries; (ie) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere overdue accounts receivable arising in any material respect with the conduct ordinary course of business, and (iii) the Disposition of accounts receivable but only in connection with the compromise, compromise or settlement or collection thereof; ; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (df) the sale sale, lease, assignment, transfer or issuance other disposition of any Subsidiary’s Capital Stock (i) assets of a Subsidiary to the Borrower or any Loan PartySubsidiary; provided that no Credit Subsidiary may sell, lease, assign, transfer or otherwise convey any of its assets to an Insurance Subsidiary and no Insurance Subsidiary may sell, lease, assign, transfer or otherwise convey any of its assets to a Credit Subsidiary (ii) to other than the extent such sale sale, redemption or issuance is other disposition of a Debt instrument of, or an Investment permitted by Section 7.7(fin, a Credit Subsidiary in accordance with its specific terms to that Credit Subsidiary), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; ; (g) the Disposition disposition of assets property by an Insurance Subsidiary in connection with Sale-Leaseback Transactions permitted by Section 7.10; reinsurance treaties or agreements entered into in the ordinary course of business; (h) the Disposition disposition of foreign assets and Dispositions Investments by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property an Insurance Subsidiary in the ordinary course of business in connection with the management of its investment portfolio provided the proceeds thereof are utilized to satisfy policy liabilities and expenses incurred in the ordinary course of business, are reinvested in accordance with Section 8.5 or are held as cash; (i) the assignment, transfer or other disposition by Borrower of its direct interests in the Credit Subsidiaries to a wholly-owned Subsidiary of Borrower which is not an Insurance Subsidiary; and (j) the disposition of assets, in addition to those set forth in clauses (a) through (i) above, provided that (i) no Default exists or would result therefrom, (ii) equipment which the consideration received is at least equal to the fair market value of such assets; (iii) the aggregate net book value of the assets disposed of during any fiscal year of the Borrower determines does not exceed fifteen percent (15%) of the Total Capitalization in good faith is uneconomiceffect as of the date of determination; and (iv) no Credit Subsidiary may sell, lease, assign, transfer or otherwise convey any of its assets to an Insurance Subsidiary under the permissions of this clause (j) and no Insurance Subsidiary may sell, lease, assign, transfer or otherwise convey any of its assets to a Credit Subsidiary under the permissions of this clause (j) .

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) all such Dispositions pursuant to this clause (f) shall not exceed an amount equal to 25% of Total Assets as of the last day of the Test Period then most recently ended; (iii) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash (provided, however, that, for the purposes of this clause (f), any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in any Disposition pursuant to this clause (kf) having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (f) that is at that time outstanding, not to exceed the greater of $500,000,000 and 3.00% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) will be deemed to be cash); and (liv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andthe Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges -83- of property owned on the Original Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower (it being understood that a release in accordance with Section 10.14 of any Collateral Disposed of pursuant to this clause (j) shall not be required and upon consummation of a Disposition permitted by this clause (j), the Lien of the Administrative Agent shall be automatically released on the property disposed of); (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) surplus property in the ordinary course no Default or Event of business Default shall have occurred and be continuing or would result therefrom and (ii) equipment which such Disposition is made for fair market value. It is understood that this Section 7.5 does not apply to the Borrower determines in good faith is uneconomicsale or issuance of the Equity Interests of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Parent (i) to the a Borrower or any other Loan Party, and or (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition licensing of Investments Intellectual Property as permitted pursuant to clauses (bin Section 7.3(n), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted property (i) by Section 7.10any Loan Party to any other Loan Party, and (ii) by any Group Member (which is not a Loan Party) to any other Group Member; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of Real Property; (j) source code escrow arrangements in the Disposition ordinary course of business; (ik) surplus property the sale or discount without recourse of accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b); (iil) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines Borrowers determine in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (m) Dispositions of other property having a fair market value not to exceed $1,000,000 in the aggregate for any fiscal year of the Parent, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; (n) payments permitted under Section 7.6, Investments permitted under Section 7.7, and Liens permitted under Section 7.3; and (o) the unwinding of any Permitted Bond Hedge Transaction. provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis and, other than with respect to Dispositions permitted under clauses (a), (c), (g), (h) and (l) above, for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of Cash Equivalents; (ib) Dispositions of surplus, obsolete or worn out property or property no longer used or useful in the business of the Borrowers and their Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof;; 63 (cd) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (de) the sale or issuance of any Subsidiary’s Capital Stock (i) to the any Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateWholly Owned Subsidiary Guarantor; (f) the Disposition any ceding of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property insurance or reinsurance in the ordinary course of business including, without limitation, to off-shore special purpose insurers; (g) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to Essent or any of its Subsidiaries or otherwise in respect of mortgage loans insured by Essent or any of its Subsidiaries; (h) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (i) Dispositions of Investments by any Regulated Insurance Company (other than Capital Stock of Subsidiaries engaged in insurance lines of business) and Dispositions of Investments in marketable securities at fair value by Essent, Essent IIH and Essent USH in exchange for cash in an aggregate amount not to exceed the amount of such marketable securities on the balance sheet of Essent as of the Closing Date, in each case in the ordinary course of business consistent with past practices and investment policy approved by the board of directors of such Regulated Insurance Company or Essent, Essent IIH and Essent USH, as applicable; (j) Dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (k) Dispositions by any Loan Party to another Loan Party or by any Subsidiary that is not a Loan Party to a Borrower or any Subsidiary; (l) non-exclusive licenses or sublicenses, or leases or subleases granted to any third parties in arm’s-length commercial transactions in the ordinary course of business; (m) Dispositions 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; (n) issuances of Capital Stock (i) by a direct or indirect Wholly Owned Subsidiary of a Borrower to a Borrower or to one or more Wholly Owned Subsidiaries of a Borrower or (ii) by a non-Wholly Owned Subsidiary of a Borrower to the respective equity holders of such non-Wholly Owned Subsidiary, on a pro rata basis; (o) any Subsidiary of any Borrower (other than any Borrower) may liquidate or dissolve itself in accordance with the law; provided that such Person’s assets (if any) are distributed to a Borrower or a Guarantor (or if such Subsidiary was not owned by a Borrower or a Guarantor, to the Subsidiary that is its parent) in connection with such liquidation or dissolution; (p) Dispositions of mortgage-related assets securing Mortgage Secured Financings; and (q) Dispositions of other property having a fair market value not to exceed (i) in the aggregate for any fiscal year of Essent, 15% of the Consolidated Net Worth of Essent and (ii) equipment in the aggregate from the Closing Date until the Latest Maturity Date, 30% of the Consolidated Net Worth of Essent, in each case, calculated as of the fiscal period most recently ended prior to the date of such Disposition for which the Borrower determines in good faith is uneconomicfinancial statements have been delivered pursuant to Sections 5.1(a) or (b).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of the U.S. Borrower, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete obsolete, worn out, damaged or worn out surplus property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)under Section 9.4; (d) the sale or issuance of any Subsidiary’s Capital Stock (i) of any Restricted Subsidiary to the U.S. Borrower or any Loan Partyother Restricted Subsidiary (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, and (ii) Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance is an Investment permitted by Section 7.7(f), of the U.S. Borrower’s Capital Stock to any other SubsidiaryHoldings; (e) the Disposition use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition licensing or sublicensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted Dispositions which are required by Section 7.10court order or regulatory decree or otherwise required or compelled by regulatory authorities; (h) licenses, sublicenses, leases or subleases with respect to any property or assets (other than patents, trademarks, copyrights and other Intellectual Property rights) granted to third Persons in the Disposition ordinary course of foreign business; provided, that the same do not in any material respect interfere with the business of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the value of the relative assets of the U.S. Borrower and Dispositions by Excluded Foreign its Restricted Subsidiaries; and, taken as a whole; (i) Dispositions to, between or among the Disposition U.S. Borrower and any Subsidiary Guarantors; (j) Dispositions between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiaries that are not Subsidiary Guarantors; (k) Dispositions of any Foreign Subsidiary by the U.S. Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the U.S. Borrower; (l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business; (m) Dispositions constituting (i) surplus Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10; (n) 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; (o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (p) the abandonment or cancellation of Intellectual Property that the U.S. Borrower in its reasonable business judgment, deems no longer useful to maintain; (q) the unwinding of any Swap Agreements; (r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (s) Dispositions of non-core assets (as determined by the U.S. Borrower in good faith) acquired in any Permitted Acquisition by the U.S. Borrower and any of its Restricted Subsidiaries in an amount not to exceed 40% of the consideration paid for any such acquisition; provided, that (i) not less than 75% of the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with any such Disposition is in the form of cash or Cash Equivalents and (ii) the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such assets (as determined by the U.S. Borrower in good faith); (t) Dispositions of other property having a fair market value not to exceed $15,000,000 in the aggregate for any fiscal year of the U.S. Borrower; provided that (A) up to 100% of any such amount that is not used in the fiscal year for which it is permitted may be carried over for use in subsequent fiscal years (subject to clause (D) below); (B) not less than 75% of the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents; (C) the consideration payable to the U.S. Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the U.S. Borrower in good faith); and (D) in no case shall the aggregate amount of Dispositions permitted under this Section 9.5(t) exceed $20,000,000 in any single fiscal year; (u) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by the U.S. Borrower or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a lien in favor of the U.S. Borrower of such Subsidiary; (v) any exchange of property of the U.S. Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by the U.S. Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the U.S. Borrower or such Restricted Subsidiary, (b) the U.S. Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the U.S. Borrower in good faith) and (c) such property will be received by the U.S. Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; (w) Dispositions having a fair market value not to exceed (i) $1,000,000 with respect to any such Disposition or series of related Dispositions and (ii) equipment which $3,000,000 in the Borrower determines aggregate for any fiscal year of the U.S. Borrower; and (x) Dispositions of any Capital Stock or interests in good faith is uneconomicany joint venture entity not constituting a Restricted Subsidiary to the extent required by the applicable joint venture agreement or similar binding arrangements relating thereto.

Disposition of Property. Dispose of any of its property, including Intellectual Property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of property that the Borrower or any Restricted Subsidiary reasonably determines is obsolete, surplus, worn out, or no longer useful in its business, or is replaced in the ordinary course of business, including the lease or sublease of excess or unneeded real property; (b) the Disposition of inventory, internally manufactured test systems or cash or Cash Equivalents in the ordinary course of business; (c) Dispositions permitted by Section 7.3, Restricted Payments made in cash permitted by Section 7.5 and Investments made in cash permitted by Section 7.6; (d) the Disposition or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Guarantor; (e) (i) obsolete non-exclusive licensing and cross-licensing arrangements of technology or worn out property other Intellectual Property (including the provision of software under an open source license) in the ordinary course of business, (ii) equipment which the Borrower determines in good faith discontinuance, forfeiture, abandonment or other disposition of any item of Intellectual Property that is no longer economically practicable to maintain or useful to in the conduct of businessthe business of the Borrower and the Restricted Subsidiaries, as determined in the exercise of the Borrower’s or the applicable Restricted Subsidiary’s reasonable business judgment or (iii) assets subject to a Recovery Eventexclusive intercompany licenses in existence on the Closing Date and, (iv) assets consisting in each case of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies), (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection ), which does not materially interfere with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets business of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateRestricted Subsidiaries; (f) the Disposition of Investments permitted pursuant to clauses (b)any property or assets, or the issuance of any Restricted Subsidiaries’ Capital Stock, (i)) to any Loan Party, (j), (kii) by any Restricted Subsidiary that is not a Guarantor to any other Restricted Subsidiary that is not a Guarantor and (liii) by any Loan Party to any Restricted Subsidiary that is not a Guarantor in an aggregate amount (calculated as the fair market value of Section 7.7property or assets so disposed of) under this clause (f)(iii) not to exceed 5% of Consolidated Assets since the #96545445v8 Closing Date as determined as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder; (g) the Disposition transfers of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property as a result of any Recovery Event; (h) leases, occupancy agreements and subleases of property in the Disposition ordinary course of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andbusiness; (i) the Disposition of receivables and customary related assets pursuant to factoring programs on customary market terms for such transactions with respect to receivables of, and generated by, Foreign Subsidiaries; (j) the Disposition of other property (other than receivables and customary related assets and other than Dispositions of Intellectual Property made to a Subsidiary of the Borrower that is not a Loan Party) having a net book value not to exceed 25.0% of Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof) in the aggregate during any fiscal year of the Borrower; provided, however, with respect to any such Dispositions of property pursuant to this clause (j) having a net book value in excess of 10.0% of the Consolidated Assets (as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the Disposition thereof), such Dispositions shall only be permitted if (x) not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents, (y) the Borrower shall be in pro forma compliance, treating all Deferred Consideration required to be paid other than in common equity interests then outstanding as Consolidated Total Debt solely for the purpose of testing such pro forma compliance, with each of the financial covenants set forth in Article VI after giving effect to such Disposition and recomputed for the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder and (z) such Disposition (including any Disposition made to a Subsidiary of the Borrower that is not a Loan Party) shall be for fair market value; provided, however, that for the purposes of this clause (j), the following shall be deemed to be Cash Equivalents: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) surplus property in are assumed by the ordinary course of business and transferee with respect to the applicable Disposition or (ii) equipment are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower determines and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in good faith is uneconomic.writing and (B) any securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into Cash Equivalents (to the extent of the Cash Equivalents received) within 180 days following the closing of the applicable Disposition; (k) Disposition of assets acquired pursuant to a Permitted Acquisition that constitute “non-core assets” within 365 days after the consummation of such Permitted Acquisition; provided, that not less than 75% of the aggregate sale price from such Disposition shall be paid in cash or Cash Equivalents;

Disposition of Property. Dispose Each of the Borrowers will not, and will not permit any of its propertySubsidiaries (other than Non-Recourse Subsidiaries) to, whether now owned enter into an Asset Disposition, directly or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Personindirectly, except: (a) the Disposition of Asset Dispositions pursuant to which (i) obsolete such BORROWER or worn out property its Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of such Property, except in the case of (A) a Bargain Purchase Contract (as such term is defined in the Indenture) entered into in the ordinary course of business, (B) a transfer of a drilling rig or rigs and related equipment between Borrowers if no Default exists at the time of such transfer or would result therefrom, or (C) an Asset Disposition resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss; (ii) equipment which at least 75% of such consideration consists of Cash Proceeds (or the Borrower determines in good faith is no longer useful assumption of Debt of such BORROWER or such Subsidiary relating to the conduct Capital Stock or Property that was the subject of business, such disposition and the release of such BORROWER or such Subsidiary from such indebtedness); and (iii) assets subject after giving effect to a Recovery Eventsuch disposition, (iv) assets consisting the total noncash consideration from all dispositions held by Falcon Drilling and its Subsidiaries, including noncash consideration described in the second sentence of trade-ins and exchanges for similar assets, and (v) the definition of "Cash Proceeds" which is not converted into cash within twelve 12 months after the consummation of a Permitted Acquisitionrelated dispositions, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any then outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11is not greater than $25,000,000; (b) the sale of drill-string components, inventory (other than drilling rigs) and obsolete and worn-out equipment in the ordinary course of business; (c) any drilling contract, charter (ibareboat or otherwise) the sale or other lease of inventory and supplies, (ii) leases and licenses of assets property entered into by any BORROWER or any Subsidiary (including, without limitation, intellectual property rights) which do not interfere in bareboat charters by any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), BORROWER to any Subsidiary other than any Non-Recourse Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.ordinary

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property property; (b) the sale of inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a)sales of RE/MAX Brokerage, (b) LLC and (e)its subsidiaries and of any Excluded Foreign Subsidiaries, Immaterial Subsidiaries or Unrestricted Subsidiaries of the Borrower or their respective assets; (d) Dispositions permitted by Section 7.4(b) and Dispositions in the form of Investments permitted by Section 7.7; (e) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to Subsidiary Guarantor or the extent such sale or issuance of Capital Stock of a Subsidiary that is an Investment permitted not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the issuance of any qualifying shares; (f) Disposition of property by Section 7.7(f), any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary that is not a Guarantor to the Borrower or any other Subsidiary; (eg) Leases, subleases, licenses and sublicenses of property (including Intellectual Property) in the ordinary course of business; (h) Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (i) the abandonment, expiration or other Disposition of other property Intellectual Property that is, in the reasonable business judgment of the Borrower, no longer necessary for the conduct of the business of the Loan Parties taken as a whole; (including, without limitation, j) Dispositions of Cash Equivalents; (k) the issuance or sale by a Subsidiary of any shares of such Subsidiary’s Capital Stock pursuant to a transaction permitted under Section 7.7; and (l) Dispositions of Subsidiaries) so long as the aggregate property made for fair market value of all property Disposed of value; provided that with respect to any Disposition pursuant to this paragraph clause (e)l) for a purchase price in excess of $5,000,000 for any transaction or series of related transactions, after giving effect to such Dispositionthe Parent, does Borrower and/or a Subsidiary shall receive not exceed (i) in any fiscal year, 15less than 75% of such consideration in the consolidated tangible assets form of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) cash or Cash Equivalents at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) in any fiscal year, the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (kcalculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash; and (lv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions definitively agreed to as of the Restatement Effective Date and which are listed on Schedule 7.5(i); (j) the Disposition by the Borrower and its Subsidiaries of foreign assets and Dispositions by Excluded Foreign Subsidiariesother property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (ik) the Disposition Dispositions of Investments permitted by Section 7.7(h); provided that (i) surplus property in the ordinary course no Default or Event of business Default shall have occurred and be continuing or would result therefrom and (ii) equipment which such Disposition is made for fair market value. It is understood that this Section 7.5 does not apply to the Borrower determines in good faith is uneconomicsale or issuance of the Equity Interests of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) thereof in the ordinary course of business consistent with past practice and (e); (d) the sale or issuance not as part of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaccounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such assets are exchanged for credit (j), on a fair market value basis) against the purchase price of similar or replacement assets or (kii) such asset is Disposed of for fair market value and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of assets in connection with Sale-Leaseback Transactions permitted eminent domain or by Section 7.10condemnation or similar proceeding of, any asset of any Group Member; (h) the Disposition non-exclusive licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business and of the Borrower or any Restricted Subsidiary; (iii) equipment which the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7, (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6 and (iii) Dispositions set forth on Schedule 7.5(l); and (m) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) if any Eligible Inventory or Eligible Accounts are sold pursuant to this Section 7.5(m) in any Disposition or series of related Dispositions and the fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)) of such assets is in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent a pro forma Borrowing Base Certificate, modified to give effect to such Dispositions so that the Administrative Agent may determine whether any prepayment is necessary to comply with Section 2.11(a); provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(m) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) equipment which such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (ii) at least 75% of the total consideration for any such Disposition in excess of $25,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $125,000,000 and (2) 37.50% of Consolidated EBITDA for the most recently ended Reference Period (or, at the Borrower’s election, as of the date of the most recently ended Reference Period at entry into a binding agreement with respect to such Disposition) (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is whether now owned or hereafter acquired and Dispositions of property no longer useful used or useful, or economically practicable to maintain, in the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting the business of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11Group Member; (b) Dispositions of inventory and other immaterial assets in the ordinary course of business, (i) the sale of inventory business and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect consistent with the conduct past practices of business, and (iii) Parent prior to the Disposition of accounts receivable in connection with the compromise, settlement or collection thereofSpin-Off; (c) Dispositions permitted by Sections 7.4(aSection 6.2(b)(i) and Section 6.2(d), (b) Restricted Payments permitted by Section 6.5, Investments permitted by Section 6.7 and (eLiens permitted by Section 6.2, in each case, other than by reference to this Section 6.6(c); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiarySubsidiary Guarantor; (e) the Disposition use or transfer of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant money or cash equivalents with respect to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower cash management and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateoperating account management; (f) the Disposition non-exclusive licensing of Investments permitted pursuant to clauses (b)patents, (i)trademarks, (j)copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) Dispositions of property (i) from any Loan Party to any other Loan Party and (ii) from any Subsidiary of the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10Borrower that is not a Loan Party to any Loan Party; (h) the Disposition leases, subleases, licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and consistent with the past practices of Parent prior to the Spin-Off and which do not materially interfere with the business of the Borrower and its Subsidiaries; (iii) equipment which the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (j) any abandonment or non-renewal of non-material Intellectual Property (or rights relating thereto) of any Group Member that is not disadvantageous to the interests of the Lenders and that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business; (k) Dispositions of property subject to a Recovery Event; (l) Dispositions of property of the Borrower or any of its Subsidiaries in exchange for assets owned by another Person (other than a Group Member); provided, however, that after giving effect to such exchange, the Total Leverage Ratio as of the last day of the most recently ended Test Period, on a pro forma basis, is equal to or less than such Total Leverage Ratio immediately prior to giving effect to such exchange; and (m) Dispositions of any assets (including Capital Stock) (i) acquired in connection with any acquisition or other Investment permitted hereunder, which assets are not used or useful to the core or principal business of the Borrower and its Subsidiaries and (ii) made to obtain the approval of any applicable antitrust authority in connection with any acquisition permitted hereunder; and (n) Dispositions of other property; provided that with respect to any Disposition pursuant to this clause (n) for a purchase price in excess of $25,000,000 for any transaction or series of related transaction, the Borrower or any Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash equivalents; provided, however, that for purposes of this clause (n), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Subsidiaries shall have been validly released by all applicable creditors in writing, and (B) any securities received by such Subsidiary from such transferee that are converted by such Subsidiary into cash or cash equivalents (to the extent of the cash or cash equivalents received) within 180 days following the closing of the applicable Disposition.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property property; (b) the sale of inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a)sales of RE/MAX Brokerage, (b) LLC and (e)its subsidiaries and of any Excluded Foreign Subsidiaries, Immaterial Subsidiaries or Unrestricted Subsidiaries of the Borrower or their respective assets; (d) Dispositions permitted by Section 7.4(b) and Dispositions in the form of Investments permitted by Section 7.7; (e) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to Subsidiary Guarantor or the extent such sale or issuance of Capital Stock of a Subsidiary that is an Investment not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the issuance of any qualifying shares; (f) Dispositions pursuant to sale leasebacks permitted by Section 7.7(f), 7.10 for the aggregate consideration not exceeding $6,500,000 in the aggregate since the Closing Date; (g) [Reserved]; (h) Disposition of property by any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary that is not a Guarantor to the Borrower or any other Subsidiary; (ei) leases, subleases, licenses and sublicenses of property (including Intellectual Property) in the ordinary course of business; (j) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate or assets having a fair market value of all property Disposed of pursuant not to this paragraph (e), after giving effect to such Disposition, does not exceed (i) $15,000,000 in the aggregate for any fiscal year, 15% year of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateBorrower; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (l) the abandonment or other Disposition of Section 7.7Intellectual Property that is, in the reasonable business judgment of the Borrower, no longer necessary for the conduct of the business of the Loan Parties taken as a whole; (gm) the Disposition Dispositions of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign SubsidiariesCash Equivalents; and (in) the Disposition issuance or sale by a Subsidiary of (i) surplus property in the ordinary course any shares of business and (ii) equipment which the Borrower determines in good faith is uneconomicsuch Subsidiary’s Capital Stock pursuant to a transaction permitted under Section 7.7.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: : (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; ; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; ; (c) Dispositions expressly permitted by Sections 7.4(a)Section 7.3, (b) 7.4, 7.6 and (e); 7.7; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed as a capital contribution to the extent direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is an Investment permitted by Section 7.7(f), to any other Subsidiary; (ea Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; be continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) all such Dispositions pursuant to this clause (f) shall not exceed an amount equal to 50% of Total Assets as of the last day of the Test Period then most recently ended; (iii) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash (provided, however, that, for the purposes of this clause (f), any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in any Disposition pursuant to this clause (kf) having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (f) that is at that time outstanding, not to exceed the greater of $2,000,000,000 and 3.00% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) will be deemed to be cash); and (liv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.7; 2.9(a); (g) any Exchange by the Disposition Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.such Exchange -105-

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of re- lated Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) in any fiscal year, the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Original Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (kcalculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Original Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash; and (lv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Original Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Original Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of foreign assets and Dispositions by Excluded Foreign Subsidiariesother property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (ik) the Disposition Dispositions of Investments permitted by Section 7.7(h); provided that (i) surplus property in the ordinary course no Default or Event of business Default shall have occurred and be continuing or would result therefrom and (ii) equipment which such Disposition is made for fair market value. It is understood that this Section 7.5 does not apply to the Borrower determines in good faith is uneconomicsale or issuance of the Equity Interests of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition sale of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of accounts receivable or contracted future accounts receivable pursuant to this paragraph an accounts receivable securitization; (ef) any wholly-owned Subsidiary (the “Disposing Entity”) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to (i) the Borrower or (ii) any other wholly-owned Subsidiary of the Borrower; provided, in the case of clause (ii), that if the Disposing Entity was a Subsidiary Guarantor prior to such Disposition, the other wholly-owned Subsidiary must be a Subsidiary Guarantor after giving effect to such Disposition, does not exceed ; (g) the sale or other Disposition of securities held for investment purposes in the ordinary course of business; (h) Dispositions pursuant to true leases; (i) the Disposition of approximately 34 acres of undeveloped land owned by the Borrower and located in any fiscal yearSan Jose, 15California; and (j) the Disposition of other property in one or a series of related transactions having an aggregate fair market value not in excess of 10% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible total assets of the Borrower and its Subsidiaries at any time; provided that neither the Original Closing Date; (f) the Borrower nor any of its Subsidiaries shall make a Material Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and unless (i) the Disposition immediately before and immediately after giving pro forma effect to such Material Disposition, no Default or Event of (i) surplus property in the ordinary course of business Default shall have occurred and be continuing and (ii2) equipment which immediately after giving effect to such Material Disposition, the Borrower determines and its Subsidiaries shall be in good faith is uneconomicpro forma compliance with the covenants set forth in 6.1, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a) or (b) as though such Material Disposition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Parent (i) to the a Borrower or any other Loan Party, and or (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition licensing of Investments Intellectual Property as permitted pursuant to clauses (bin Section 7.3(n), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted property (i) by Section 7.10any Loan Party to any other Loan Party, and (ii) by any Group Member (which is not a Loan Party) to any other Group Member; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of Real Property; (j) source code escrow arrangements in the Disposition ordinary course of business; (ik) surplus property the sale or discount without recourse of accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with Section 6.3(b); (iil) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines Borrowers determine in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (m) Dispositions of other property having a fair market value not to exceed $500,000 in the aggregate for any fiscal year of the Parent, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and (n) payments permitted under Section 7.6, Investments permitted under Section 7.7, and Liens permitted under Section 7.3; provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis and, other than with respect to Dispositions permitted under clauses (a), (c), (g), (h) and (l) above, for fair value.

Disposition of Property. Dispose of BORROWER will not, and will not permit any of its propertySubsidiaries (other than Non-Recourse Subsidiaries) to, whether now owned enter into an Asset Disposition, directly or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Personindirectly, except: (a) the Disposition of Asset Dispositions pursuant to which (i) obsolete BORROWER or worn out property its Subsidiary, as the case may be, receives consideration at the time of such disposition at least equal to the fair market value of such Property, except in the case of (A) a Bargain Purchase Contract (as such term is defined in the Indenture) entered into in the ordinary course of business, (B) a transfer of a drilling rig or rigs and related equipment between Borrower and one of its Subsidiaries if no Default exists at the time of such transfer or would result therefrom, or (C) an Asset Disposition resulting from the requisition of title to, seizure or forfeiture of any Property or assets or any actual or constructive total loss or an agreed or compromised total loss; (ii) equipment which at least 75% of such consideration consists of Cash Proceeds (or the Borrower determines in good faith is no longer useful assumption of Debt of BORROWER or such Subsidiary relating to the conduct Capital Stock or Property that was the subject of business, such disposition and the release of BORROWER or such Subsidiary from such indebtedness); and (iii) assets subject after giving effect to a Recovery Eventsuch disposition, (iv) assets consisting the total noncash consideration from all dispositions held by Borrower and its Subsidiaries, including noncash consideration described in the second sentence of trade-ins and exchanges for similar assets, and (v) the definition of "Cash Proceeds" which is not converted into cash within twelve 12 months after the consummation of a Permitted Acquisitionrelated dispositions, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any then outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11is not greater than $25,000,000; (b) the sale of drill-string components, inventory (other than drilling rigs) and obsolete and worn-out equipment in the ordinary course of business; (c) any drilling contract, charter (bareboat or otherwise) or other lease of property entered into by BORROWER or any Subsidiary (including, without limitation, bareboat charters by BORROWER to any Subsidiary other than any Non-Recourse Subsidiary) in the ordinary course of business; provided, however, that (i) the sale of inventory any such contract, charter or other lease affecting any Drilling Rig shall be for full and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of businessfair consideration payable to Borrower, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect respect to such Dispositioncontracts, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property charters or other leases other than drilling contracts entered into in the ordinary course of business business, shall be in form and substance satisfactory to the Agent and shall expressly include terms and provisions in form and substance satisfactory to the Agent to the effect that the parties thereto acknowledge the existing Lien on such Drilling Rig securing the Acquisition Loans Obligations and agree that such Lien securing such obligations is prior to, and will not in any way be affected by, such contract, charter or other lease and (ii) equipment which the Borrower determines in good faith is uneconomic.neither BORROWER nor any of its Subsidiaries shall enter into any such contract, charter or lease with a Non-Recourse Subsidiary. 66 73 (d) a Restricted Payment permitted under Section 9.4 or any Investment permitted under Section 9.5;

Disposition of Property. Dispose of Make any Disposition of its propertyProperty, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) Dispositions of obsolete Property and Property with no material remaining useful life, or no longer used or useful in the Disposition business of Parent, Borrower or their Subsidiaries, (ib) obsolete Dispositions of Cash, Cash Equivalents, Investments (other than Investments in a Subsidiary) and inventory sold, transferred or worn out property otherwise disposed of to retail or wholesale customers in the ordinary course of businessbusiness of Borrower, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct Parent or any of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof;their collective Subsidiaries, (c) Dispositions permitted by Sections 7.4(a), of other personal property (not described in clause (b)) and (e);sold or otherwise disposed of where other personal property has been acquired with the proceeds of any such Disposition within 365 days after such Disposition, by the entity that made such Disposition, (d) the sale or issuance Dispositions of any Subsidiary’s Capital Stock Property (i) to the Borrower from Parent or any Loan PartySubsidiary to Borrower, and or (ii) from Parent, Borrower or a Domestic Subsidiary to a Domestic Subsidiary (that is party to the extent Guaranty and the Security Agreement and such sale documents remain in full force and effect) and such disposed assets remain in the United States and subject to a valid first perfected security interest in favor of the Administrative Agent, subject only to Permitted Encumbrances, or issuance is (iii) from Parent, Borrower or a Domestic Subsidiary to a Foreign Subsidiary so long as such Disposition constitutes an Investment permitted by pursuant to Section 7.7(f6.16(e), or (iv) from a Foreign Subsidiary to any other Borrower, a Domestic Subsidiary or Foreign Subsidiary;, (e) Dispositions of any Existing Owned Real Estate, (f) Dispositions of any After Acquired Real Estate to the extent the aggregate Acquisition Cost of all After Acquired Real Estate subject to Dispositions made pursuant to this clause (f) does not exceed $10,000,000, (g) Dispositions of any other After Acquired Real Estate (not described in clause (f) and which may include Real Estate Collateral) and other Dispositions that are not Dispositions described in clauses (a) – (f) above in an aggregate amount not to exceed $5,000,000 for all such Dispositions in any Fiscal Year ending after the Closing Date; provided that, in the case of Dispositions of After Acquired Real Estate, the entity that made such Disposition of shall have acquired other property (including, without limitation, Capital Stock which may include After Acquired Real Estate) with the proceeds of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), such any Disposition within 365 days after giving effect to such Disposition, does not exceed ; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to at the time of any such Disposition pursuant to clause (g) only, no Default or Event of Default shall exist or shall result from such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior sales price relating to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the a Disposition of Investments permitted pursuant to clauses clause (a), (b), (ic), (je), (kf) or (g) shall be paid in Cash except in the case of clauses (e) and (lf) of Section 7.7; (g) to the Disposition of assets in connection with Sale-Leaseback Transactions extent permitted by Section 7.10; 6.16(j). The proceeds of any Disposition permitted under clause (he) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and or (if) the Disposition of (i) surplus property may be re-invested in the ordinary course business of business and a Party in accordance with the terms of this Agreement (ii) equipment which including the Borrower determines in good faith is uneconomicacquisition of real estate).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) thereof in the ordinary course of business consistent with past practice and (e); (d) the sale or issuance not as part of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaccounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the Disposition of Investments permitted pursuant to clauses (b), extent that (i), ) such assets are exchanged for credit (j), on a fair market value basis) against the purchase price of similar or replacement assets or (kii) such asset is Disposed of for fair market value and (l) the proceeds of Section 7.7such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) the Disposition Dispositions resulting from any casualty or other insured damage to, or any taking under power of assets in connection with Sale-Leaseback Transactions permitted eminent domain or by Section 7.10condemnation or similar proceeding of, any asset of any Group Member; (h) the Disposition non-exclusive licenses or sublicenses of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business and of the Borrower or any Restricted Subsidiary; (iii) equipment which the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material intellectual property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6 and (iii) Dispositions set forth on Schedule 7.5(l); (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) the requirements of Section 2.11(b), to the extent applicable, are complied with in connection therewith; provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of Cash Equivalents; (ib) Dispositions of surplus, obsolete or worn out property or property no longer used or useful in the business of the Borrowers and their Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (cd) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (de) the sale or issuance of any Subsidiary’s Capital Stock (i) to the any Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateWholly Owned Subsidiary Guarantor; (f) the Disposition any ceding of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property insurance or reinsurance in the ordinary course of business including, without limitation, to off-shore special purpose insurers; (g) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to Essent or any of its Subsidiaries or otherwise in respect of mortgage loans insured by Essent or any of its Subsidiaries; (h) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (i) Dispositions of Investments by any Regulated Insurance Company (other than Capital Stock of Subsidiaries engaged in insurance lines of business) and Dispositions of Investments in marketable securities at fair value by Essent, Essent IIH and Essent USH in exchange for cash in an aggregate amount not to exceed the amount of such marketable securities on the balance sheet of Essent as of the Closing Date, in each case in the ordinary course of business consistent with past practices and investment policy approved by the board of directors of such Insurance Subsidiary or Essent, Essent IIH and Essent USH, as applicable; (j) Dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (k) Dispositions by any Loan Party to another Loan Party or by any Subsidiary that is not a Loan Party to a Borrower or any Subsidiary; (l) non-exclusive licenses or sublicenses, or leases or subleases granted to any third parties in arm’s-length commercial transactions in the ordinary course of business; (m) Dispositions 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; (n) issuances of Capital Stock (i) by a direct or indirect Wholly Owned Subsidiary of a Borrower to a Borrower or to one or more Wholly Owned Subsidiaries of a Borrower or (iii) by a non-Wholly Owned Subsidiary of a Borrower to the respective equity holders of such non-Wholly Owned Subsidiary, on a pro rata basis; (o) any Subsidiary of any Borrower (other than any Borrower) may liquidate or dissolve itself in accordance with the law; provided that such Person’s assets (if any) are distributed to a Borrower or a Guarantor (or if such Subsidiary was not owned by a Borrower or a Guarantor, to the Subsidiary that is its parent) in connection with such liquidation or dissolution; (p) Dispositions of mortgage-related assets securing Mortgage Secured Financings; and (q) Dispositions of other property having a fair market value not to exceed (i) in the aggregate for any fiscal year of Essent, 15% of the Consolidated Net Worth of Essent and (ii) equipment in the aggregate from the Closing Date until the Revolving Termination Date, 30% of the Consolidated Net Worth of Essent, in each case, calculated as of the fiscal period most recently ended prior to the date of such Disposition for which the Borrower determines in good faith is uneconomicfinancial statements have been delivered pursuant to Sections 5.1(a) or (b).

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned); (b) Dispositions of Inventory in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (e)of Section 7.4(c) or by Section 7.6 or Section 7.7; (d) the sale or issuance of any Subsidiary’s 's Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryGuarantor; (e) Dispositions to Excluded Foreign Subsidiaries in the Disposition ordinary course of other property (including, without limitation, Capital Stock of Subsidiaries) so long as business not to exceed the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) Specified Threshold in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Dateaggregate; (f) the Disposition use or transfer of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) money or Cash Equivalents in a manner that is not prohibited by the terms of Section 7.7this Agreement or the other Loan Documents; (g) the Disposition licensing of assets patents, trademarks, copyrights, and other Intellectual Property rights in connection with Sale-Leaseback Transactions permitted by Section 7.10the ordinary course of business; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiariesa Loan Party to another Loan Party; (i) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (j) transfers of condemned property as a result of the exercise of "eminent domain" or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; and (ik) Dispositions by Borrower and any Guarantor of other property having a fair market value not to exceed the Disposition of (i) surplus property Specified Threshold in the ordinary course aggregate for any fiscal year of business and (ii) equipment which the Borrower determines Borrower; provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith is uneconomicon an arm's length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)the Disposition of used equipment for value in the ordinary course of business; (d) Dispositions permitted by clause (i) or (iii) of Section 7.4(d) and Dispositions of property of the Borrower to Wholly Owned Subsidiary Guarantors; (e) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) the licensing and sublicensing of technology in the ordinary course of business (including, intercompany licensing of Intellectual Property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements, and, for the avoidance of doubt, cost-sharing arrangements shall be considered to be transactions in the ordinary course of business); (g) the sale or discount, in each case without recourse, of overdue or doubtful account receivables arising in the ordinary course of business shall be permitted but only in connection with the compromise or collection thereof; (h) the Borrower and its applicable Subsidiaries may transfer to any Subsidiary any property acquired pursuant to a Permitted Acquisition to facilitate internal reorganizations; provided the aggregate value of such property transferred to Subsidiaries which are not Loan PartyParties, and together with the aggregate amount of Investments pursuant to Section 7.7(g) in assets not acquired by Loan Parties or in Capital Stock of Persons that do not become Loan Parties, shall not exceed $10,000,000; (iii) leases or subleases granted in the ordinary course of business that do not interfere in any material respect with the business of the Borrower or its Subsidiaries; (j) Dispositions, to the extent such sale or issuance is an Investment constituting Liens permitted by Section 7.7(f)7.3, to any Restricted Payments permitted by Section 7.6, Investments permitted by Section 7.7 (other Subsidiarythan clauses (b) and (c) thereof) or transactions permitted by Section 7.9; (ek) Dispositions consisting of involuntary loss, damage or destruction of property; and (l) the Disposition of other property (including, without limitation, Capital Stock to Persons which are not Affiliates of Subsidiaries) so long as or affiliated with the aggregate Borrower having a fair market value not to exceed $7,500,000 in the aggregate for any fiscal year of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed the Borrower; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to receives consideration at the time of such Disposition and at least equal to the fair market value (as determined in good faith by the Borrower) of the property disposed of, (ii) at any time, 2575% of the greater of (x) consolidated tangible assets of consideration therefor received by the Borrower and its Subsidiaries as determined immediately prior is in the form of cash or Cash Equivalents, (iii) the Net Cash Proceeds resulting from such Disposition are reinvested pursuant to the time terms of such Disposition, and (y) consolidated tangible assets of a Reinvestment Notice or applied to prepay the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted Term Loans pursuant to clauses (b), (i), (j), (kSection 2.11(b) and (liv) no Default or Event of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith Default is uneconomiccontinuing or would result therefrom.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete obsolete, surplus or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Capital Stock (i) Equity Interests to the Borrower or any Loan Party, Wholly Owned Subsidiary Guarantor and (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary’s Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (jii) in any fiscal year, the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year (but after the Restatement Effective Date), shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year (kcalculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash; and (lv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.107.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (h) Dispositions by the Borrower and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; (i) Dispositions consisting of capital contributions permitted by Section 7.7(h); (j) the Disposition by the Borrower and its Subsidiaries of foreign assets and Dispositions by Excluded Foreign Subsidiariesother property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (ik) the Disposition Dispositions of Investments permitted by Section 7.7(h); provided that (i) surplus property in the ordinary course no Default or Event of business Default shall have occurred and be continuing or would result therefrom and (ii) equipment which such Disposition is made for fair market value. It is understood that this Section 7.5 does not apply to the Borrower determines in good faith is uneconomicsale or issuance of the Equity Interests of the Borrower.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, orexcept the following (each, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:a “Permitted Disposition”): (a) the Disposition of (i) Dispositions of obsolete or worn out property in the ordinary course of business, and (ii) equipment which Dispositions of property by a Group Member (or a related series of Dispositions) that in each case yield gross proceeds to any Group Member (valued at the Borrower determines initial principal amount thereof in good faith is no longer useful to the conduct case of business, (iii) assets subject to a Recovery Event, (iv) assets non-cash proceeds consisting of tradenotes or other debt securities and valued at fair market value in the case of other non-ins and exchanges for similar assets, and (vcash proceeds) within twelve months after the consummation not in excess of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11$500,000; (b) Dispositions of Inventory or domain names or any property incidental to the ownership of Inventory or domain names, in each case, in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b) or Section 7.4(c); (d) (i) the sale or issuance of the Capital Stock of any Subsidiary’s , which is not a Guarantor and the Capital Stock (i) of which is not pledged to Lender, to any other Subsidiary of the Borrower or any Loan PartyBorrowers, and (ii) the sale of the Capital Stock of any Subsidiary, which is not a Guarantor, but which Capital Stock is pledged to the extent such sale or issuance is an Investment permitted by Section 7.7(f)Lender, to any other SubsidiaryWholly Owned Subsidiary so long as such Capital Stock remains pledged to Lender and such Wholly Owned subsidiaries are both Foreign Subsidiaries or Domestic Subsidiaries, as the case may be; (e) the Disposition sale of other property (including, without limitation, the Capital Stock of Subsidiaries) so long as any Subsidiary of a Borrower to another Borrower or to any Wholly Owned Guarantor, provided, that the aggregate fair market value Capital Stock of all property Disposed of pursuant any U.S. Borrower or Domestic Subsidiary shall not be transferred to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateNon-U.S. Borrower; (f) Dispositions of other property having a fair market value not to exceed $5,000,000 in the aggregate, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; (g) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (h) the licensing of patents, trademarks, copyrights, and other Intellectual Property rights, in each case, in the ordinary course of business; (i) Dispositions of property subject to a Casualty Event or Involuntary Disposition; (j) leases or subleases of real property; (k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of the Borrowers or any of its Subsidiaries that the Borrowers determine in good faith is desirable in the conduct of the business and not materially disadvantageous to the interests of Lender or the value of the Collateral; (l) Dispositions of applications for, or operator rights to, new gTLD registries prior to the first date that domain names are registered to such registries; and (m) Dispositions constituting Sale Leaseback Transactions in connection with the incurrence of Indebtedness secured by a Lien permitted by Section 7.3(g); provided, however, that any Disposition of Investments permitted made pursuant to clauses (b), (ic), (f), (h), (j), (k) and (l) of this Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic7.5 shall be made for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of EDH, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of EDH (i) to the Borrower or any Loan Party, and or (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed Loan Documents; (i) in any fiscal yearthe non-exclusive licensing of patents, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any timetrademarks, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Dispositioncopyrights, and (y) consolidated tangible assets other Intellectual Property rights in the ordinary course of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7business; (g) the Disposition of assets in connection with Sale-Leaseback Transactions property (i) by any Loan Party to any other Loan Party, (ii) by any Subsidiary (which is not a Loan Party) to any other Group Member, and (iii) by any Loan Party to any Subsidiary (which is not a Loan Party) pursuant to an Investment permitted by under Section 7.107.8(e)(iii); (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event; (i) leases or subleases of Real Property and security deposits required pursuant thereto; (j) the Disposition sale or discount without recourse of (i) surplus property accounts receivable arising in the ordinary course of business and in connection with the compromise or collection thereof; (iik) equipment which any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is uneconomicdesirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions of other property having a fair market value not to exceed $500,000 in the aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; and provided further that the Net Cash Proceeds thereof are used to prepay the Term Loans in accordance with Section 2.12(e); (m) payments permitted under Section 7.6, Investments permitted under Section 7.8, and Liens permitted under Section 7.3; and (n) Dispositions consisting of the issuance or sale of Capital Stock of EDH, including, without limitation, pursuant to an acquisition, public follow-on offering of the Capital Stock of EDH, stock option plans, and the issuance of Capital Stock to third parties in connection with commercial agreements; provided that there is no Change of Control; provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith on an arm’s length basis for fair value.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of cash and Cash Equivalents; (ib) Dispositions of surplus, obsolete or worn out property or property no longer used or useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bc) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (cd) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.4(b); (de) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan PartySubsidiary; (f) any ceding of insurance or reinsurance in the ordinary course of business including, and without limitation, to off-shore special purpose insurers; (iig) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the extent Borrower or any of its Subsidiaries or otherwise in respect of mortgage loans insured by the Borrower or any of its Subsidiaries; (h) any Disposition pursuant to a Reinsurance Agreement so long as such sale Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (i) Dispositions of Investments by any Regulated Insurance Company (other than Capital Stock of Subsidiaries engaged in insurance lines of business) and Dispositions of Investments in marketable securities at fair value by the Borrower in exchange for cash in an aggregate amount not to exceed the amount of such marketable securities on the balance sheet of the Borrower as of the Closing Date, in each case in the ordinary course of business consistent with past practices and investment policy approved by the board of directors of such Regulated Insurance Company or issuance is an Investment permitted the Borrower, as applicable; (j) Dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (k) Dispositions by Section 7.7(f), any Loan Party or a Subsidiary to another Loan Party or any other Subsidiary; (el) non-exclusive licenses or sublicenses, or leases or subleases granted to any third parties in arm’s-length commercial transactions in the Disposition ordinary course of business; (m) Dispositions 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; (n) issuances of Capital Stock (i) by a direct or indirect Wholly Owned Subsidiary of the Borrower to the Borrower or to one or more Wholly Owned Subsidiaries of the Borrower or (ii) by a non-Wholly Owned Subsidiary of the Borrower to the respective equity holders of such non-Wholly Owned Subsidiary, on a pro rata basis; (o) any Subsidiary of the Borrower may liquidate or dissolve itself in accordance with the law; provided that such Person’s assets (if any) are distributed to the Borrower or a Guarantor (or if such Subsidiary was not owned by a Borrower or a Guarantor, to the Subsidiary that is its parent) in connection with such liquidation or dissolution; (p) Dispositions of mortgage-related assets securing Mortgage Secured Financings; (q) Dispositions of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate having a fair market value of all property Disposed of pursuant not to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in the aggregate for any fiscal yearyear of the Borrower, 15% of the consolidated tangible assets Consolidated Net Worth of the Borrower and its Subsidiaries for such (ii) in the aggregate from the Closing Date until the Revolving Termination Date, 30% of the Consolidated Net Worth of the Borrower, in each case, calculated as of the fiscal year as determined immediately period most recently ended prior to the time date of such Disposition for which financial statements have been delivered pursuant to Sections 5.1(a) or (b); (r) 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, and (ii) at transfers of property arising from foreclosure or similar action with regard to, any time, 25% of the greater of (x) consolidated tangible assets asset of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and or any Subsidiary (ys) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions Dispositions permitted by Section 7.10Sections 6.3, 6.6 and 6.7; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock Equity Interests to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions expressly permitted by Sections 7.4(a), (b) and (e)Section 7.4; (di) the sale or issuance of any Subsidiary’s Capital Stock (i) 's Equity Interests to the Borrower or any Loan Party, and Wholly Owned Subsidiary Guarantor; (ii) to the extent such sale or issuance of the Equity Interests of any Subsidiary of the Borrower that is an Investment permitted by Section 7.7(f), not a Subsidiary Guarantor to any other SubsidiarySubsidiary of the Borrower that is not a Subsidiary Guarantor and that (unless such transaction occurs after the Additional Credit Support Compliance Date) is not a Silo Entity; (iii) the sale or issuance of the Equity Interests of any Subsidiary of a Silo Borrower to such Silo Borrower or any Wholly Owned Silo Loan Party that is a Subsidiary of such Silo Borrower; and (iv) the sale or issuance of the Equity Interests of any Subsidiary of a Silo Borrower that is not a Silo Credit Entity to any other Subsidiary of such Silo Borrower that is not a Silo Credit Entity; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant any Subsidiary's Equity Interests to this paragraph (e), after giving effect to such Disposition, does not exceed a Designated Holding Company; provided that (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year Equity Interests are contributed as determined immediately prior a capital contribution to the time direct parent of such Disposition Subsidiary on the date of such sale or issuance (and, if such parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower no DHC Default shall have occurred and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Datebe continuing or would result therefrom; (f) the Disposition (directly or indirectly through the Disposition of Investments permitted 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any of its Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to clauses (bthis Section 7.5(f)), provided that (i) on the date of such Disposition (the "Disposition Date"; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (j)ii) in any fiscal year, the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) in such fiscal year, shall not exceed an amount equal to 25% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year; (kiii) the Annualized Asset Cash Flow Amount attributable to the assets being disposed of, when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(f) during the period from the Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash; and (lv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 7.72.9(a); (g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount, an "Exchange Excess Amount"), then, the Disposition of assets in connection with Sale-Leaseback Transactions such Exchange Excess Amount shall be permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and clauses (ii) equipment which and (iii) of Section 7.5(f); and (iii) the Borrower determines in good faith is uneconomic.Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent required by Section 2.9(a);

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) obsolete or worn out property, or of property that is no longer used in the business of the Borrower or such Subsidiary, in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock (i) of any Subsidiary of the Borrower to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other SubsidiaryWholly Owned Subsidiary Guarantor; (e) the Disposition use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DateLoan Documents; (f) the Disposition non-exclusive licensing of Investments permitted pursuant to clauses (b)Patents, (i)Trademarks, (j)Copyrights, (k) and (l) other Intellectual Property rights in the ordinary course of Section 7.7business; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property (i) from any Loan Party to any other Loan Party, and (ii) from any Subsidiary that is not a Guarantor to any other Group Member; (h) Dispositions of property subject to a Casualty Event; (i) leases or subleases of real property; (j) the Disposition sale or discount without recourse of foreign accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; provided that any such sale or discount is undertaken in accordance with the terms of the Loan Documents; (k) any forfeiture, impairment, abandonment, dedication to the public, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) in connection with Investments that are permitted by Section 7.7(j); (m) Dispositions of property acquired after the date hereof in connection with Permitted Acquisitions; provided that (i) the Borrower identifies any such property to be Disposed of in reasonable detail in writing to the Administrative Agent not later than 5 Business Days prior to the consummation of any such Permitted Acquisition and (ii) the fair market value of the property proposed to be so Disposed of (as reasonably determined by the board of directors of the Borrower and approved by the Administrative Agent in its reasonable discretion) does not exceed an amount equal to 5% of the consolidated total assets of the Borrower and its consolidated Subsidiaries after giving effect to the consummation of such Permitted Acquisition. (n) Dispositions by Excluded undertaken with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) of non-United States Intellectual Property rights to one or more Foreign SubsidiariesSubsidiaries on arms’-length terms and for fair value; and (io) the Disposition of (i) surplus property payments in the ordinary course of business and other payments, which payments (iiincluding those in the ordinary course of business), in each case, are not otherwise prohibited by this Agreement or any other Loan Document; and (p) equipment which Dispositions of other property having a fair market value not to exceed $500,000 in the Borrower determines aggregate for any fiscal year of the Borrower, provided that at the time of any such Disposition, no Event of Default shall have occurred and be continuing or would result from such Disposition; provided, however, that any Disposition made pursuant to this Section 7.5 shall be made in good faith is uneconomicon an arm’s length basis for fair value (except for Dispositions made pursuant to Sections 7.5(c), (h) and (k)). Notwithstanding the foregoing or any provision to the contrary in any Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall cause the Foreign Investment Limit in effect at such time to be exceeded.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:: for the following (provided that during the Suspension Period no Disposition shall be made pursuant to clauses (l) or (m) other than the Disposition of the Extreme Workflow Composer software in connection with the Project Contribution Agreement, dated October, 2019, by and between the Borrower and LF Projects, LLC): (a) the Disposition Dispositions of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) Dispositions of Inventory in the ordinary course of business, (i) the sale of inventory business and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect consistent with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof;past practice; US-DOCS\109358599.12 (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance of any Subsidiary’s the Capital Stock of any Subsidiary of the Borrower (i) to the Borrower or any other Loan Party, and or (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to for fair market value in connection with any other Subsidiarytransaction that does not result in a Change of Control; (e) the Disposition use or transfer of money, cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed Loan Documents; (i) the non-exclusive licensing of Patents, Trademarks, Copyrights, and other Intellectual Property rights in any fiscal year, 15% the ordinary course of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and business; (ii) at any timethe non-exclusive licensing of Patents, 25% Trademarks, Copyrights, and other Intellectual Property rights customary for companies of similar size and in the same industry as Borrower and that are approved by Borrower’s board of directors and which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the greater of (x) consolidated tangible assets United States, in each case in the ordinary course of the Borrower Borrower’s business and its Subsidiaries as determined immediately prior that are not disadvantageous to the time Lenders in any material respect; and (iii) the licensing of such DispositionPatents, Trademarks, Copyrights, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted other Intellectual Property rights pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7the Irish Intellectual Property License; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted property (i) by Section 7.10any Loan Party to any other Loan Party, and (ii) by any Subsidiary that is not a Loan Party to any other Group Member; (h) the Disposition Dispositions of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andproperty subject to a Casualty Event in good faith on an arm’s length basis; (i) leases or subleases of real property or equipment on an arm’s length basis for fair market value; (j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (k) any abandonment, cancellation, non-renewal or discontinuance of use or maintenance of Intellectual Property (or rights relating thereto) of any Group Member that the Borrower determines in good faith is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders; (l) Dispositions made on an arm’s length basis for fair market value of other property having an aggregate fair market value not to exceed $10,000,000 in the aggregate in any fiscal year of the Borrower; provided that, at the time of any such Disposition made in reliance on this clause (l), no Event of Default shall have occurred and be continuing or would result from any such Disposition; provided, further, that Net Cash Proceeds of such Dispositions shall be reinvested or applied to prepay Loans to the extent required pursuant to Section 2.10(c); (m) Dispositions of property in connection with any Sale Leaseback permitted pursuant to Section 7.10 for fair market value; (n) payments permitted under Section 7.6, Investments permitted under Section 7.7, and Liens permitted under Section 7.3; (o) Dispositions of equipment or real property on an arm’s length basis to the extent that (i) surplus such property is exchanged for credit against the purchase price of property used or useful in the US-DOCS\109358599.12 business of any Group Member or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such property; (p) any Foreign Subsidiary of the Borrower may sell or Dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (q) each Group Member may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business and to the extent such surrender or waiver could not reasonably be expected to result in a Material Adverse Effect; (iir) equipment which to the extent constituting a Disposition, the issuance by the Borrower determines of its Equity Interests; (s) [reserved]; and (t) Dispositions made on or after the Restatement Date by any Loan Party to any Subsidiary (including any Foreign Subsidiary) that is not a Loan Party; provided that no Disposition made at any time in good faith is uneconomicreliance on this clause (t) shall cause the Foreign Investment Limit in effect at such time to be exceeded. Notwithstanding the foregoing or any provision to the contrary in any Loan Document, no Disposition made at any time in reliance on this Section 7.5 shall cause the Foreign Investment Limit in effect at such time to be exceeded.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiaryRestricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or obsolete, surplus, uneconomical, worn out or damaged property in the ordinary course of businessbusiness and Dispositions in the ordinary course of business of property or, (ii) equipment which in the Borrower determines in good faith is reasonable business judgment of a Loan Party, no longer useful to used in the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting the business of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies and the Net Cash Proceeds other Restricted Subsidiaries (including allowing any registrations or any applications for registration of the Disposition of such assets acquired in connection with such Permitted Acquisition any immaterial intellectual property to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11lapse or go abandoned); (b) the Disposition of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e)under Section 8.03; (d) the sale or issuance of any Subsidiary’s common Capital Stock (i) of any Restricted Subsidiary of the Borrower to the Borrower or any Loan Partyother Restricted Subsidiary of the Borrower (provided that in the case of such issuance of common Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, and (ii) Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance is an Investment permitted by Section 7.7(f), of the Borrower’s common Capital Stock to any other SubsidiaryHoldings; (e) the use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) the non-exclusive licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business (including ordinary course non-royalty based licenses and perpetual licenses); (g) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities; (h) licenses, sublicenses, space leases, leases or subleases with respect to any real or personal property or assets granted to third Persons in the ordinary course of business; provided that either (i)the same do not in any material respect interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially detract from the use or value of the relative assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii)such transaction is at arm’s length; (i) Dispositions to, between or among the Borrower and any Subsidiary Guarantors (other than Dispositions of assets included in the Borrowing Base unless, on or prior to the date that is three Business Days (or such shorter period of time determined by the Administrative Agent in its discretion) prior to such Disposition, the Administrative Agent shall have received a pro forma Borrowing Base Certificate giving effect to such Disposition and confirming that, after giving effect to such Disposition and the repayment of any Loans in connection therewith, an Overadvance does not exist); (j) Dispositions (x) between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiary or joint venture that is not a Subsidiary Guarantor, (y) by a Restricted Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor, or (z)by any Loan Party to a Restricted Subsidiary and/or joint venture that is not a Restricted Subsidiary so long as, in the case of the foregoing clause (z),the fair market value of all Dispositions pursuant hereto, does not exceed $2,500,000 in the aggregate during the term of this Agreement and no Event of Default shall have occurred and be continuing or otherwise result therefrom; (k) the compromise, settlement or write-off of accounts receivable or sale of accounts receivable for collection (i) in the ordinary course of business or (ii) for purposes of compromise in bankruptcy or in connection with disputed accounts; (l) Dispositions constituting (i) Investments permitted under Section 8.06 (including Section 8.06(d)), (ii) Restricted Payments permitted under Section 8.05, and (iii) Liens permitted under Section 8.02; (m) (i) 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 or (ii) a Disposition consisting of or subsequent to a total loss or constructive total loss of property; (n) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property; (o) the unwinding of any Hedge Agreement; (p) [reserved]; (q) Dispositions of Investments in joint ventures to the extent required by, or pursuant to, customary buy/sell arrangements between the applicable joint venture party as set forth in the joint venture arrangements or similar binding agreements among such joint venture party; (r) Dispositions of other property (includingother than Dispositions of assets included in the Borrowing Base unless, without limitationon or prior to the date that is three Business Days (or such shorter period of time determined by the Administrative Agent in its discretion) prior to such Disposition, the Administrative Agent shall have received a pro forma Borrowing Base Certificate giving effect to such Disposition and confirming that, after giving effect to such Disposition and the repayment of any Loans in connection therewith, an Overadvance does not exist); provided that (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom, (B) such Disposition or series of related Dispositions pursuant to this clause (r) shall not constitute a Disposition of all or substantially all of the assets of Holdings and its Restricted Subsidiaries, (C) [reserved], (D) with respect to any single Disposition or a series of related Dispositions for an aggregate consideration in excess of $1,500,000, not less than 75.0% of the consideration payable to the Borrower and its Restricted Subsidiaries in connection with such Disposition is in the form of cash or Cash Equivalents; provided that, for the purposes of this clause (D), the following shall be deemed to be cash: (x) any liabilities that are not Indebtedness (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations under the Loan Documents, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, the Borrower and the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (y) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the consummation of the applicable Disposition; and (z) any Designated Non-Cash Consideration in respect of such Disposition having an aggregate fair market value, taken together with the Designated Non-Cash Consideration in respect of all other Dispositions, not in excess of $1,500,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received), (E) the aggregate consideration for all such Dispositions consummated in any Fiscal Year in reliance on this clause (r) shall not exceed $7,500,000, (F) the consideration payable to the Borrower and its Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (G) concurrently with the consummation of such Disposition, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate executed by such Authorized Officer certifying as to the accuracy of the foregoing conditions; (s) any exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of Subsidiariesthe Code or any other substantially concurrent exchange of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Borrower or such Restricted Subsidiary, (b) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market value for such property (as reasonably determined by the Borrower in good faith) and (c) such property will be received by the Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged; (t) [reserved]; (u) as long as no Event of Default then exists or would immediately arise therefrom, sales or other Dispositions constituting Non-Core Asset Sales of assets acquired in connection with an Investment permitted hereunder and made after the Closing Date; provided that each such sale is in an arm’s-length transaction and the respective Loan Party or Restricted Subsidiary receives at least fair market value in exchange therefor; (v) as long as no Event of Default then exists or would immediately arise therefrom, Dispositions of non-core Real Property that is not currently used in the operations of the business (or Dispositions of any Person or Persons created to hold such Real Property or the Capital Stock in such Person or Persons), including leasing or subleasing transactions, Synthetic Lease Obligation transactions and other similar transactions involving any such Real Property pursuant to leases on market terms; (w) (i) Dispositions of any Indebtedness owed to a Loan Party by another Loan Party or any other Restricted Subsidiary to any other Restricted Subsidiary that is not a Loan Party; provided that after giving effect to such Disposition, such Indebtedness would otherwise be permitted under Section 8.01 and (ii) so long as no Event of Default then exists, cancellations of Indebtedness owed to a Loan Party by another Loan Party or any other Restricted Subsidiary and/or joint venture that is not a Subsidiary; (x) Disposition of property with respect to an insurance claim from damage to such property where the insurance company provides a Loan Party or its Restricted Subsidiary the value of such property (minus any deductibles and fees) in cash or with replacement property in exchange for such property; (y) Dispositions of property no longer used or useful in the business of the Loan Parties (as determined in the good faith business judgment of such Loan Party) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (to the extent needed to do so) of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (z) [reserved]; (aa) any grant of an option to purchase, lease or acquire property, so long as the Disposition resulting from the exercise of such option would otherwise be permitted hereunder; (bb) [reserved]; (cc) Dispositions of Intellectual Property that is not required to be preserved or renewed pursuant to Section 7.05(a)(ii); (dd) Dispositions in connection with the settlement of claims or disputes and the settlement, release or surrender of tort or other litigation claims; and (ee) other Dispositions (other than Dispositions of assets included in the Borrowing Base unless, on or prior to the date that is three Business Days (or such shorter period of time determined by the Administrative Agent in its discretion)prior to such Disposition, the Administrative Agent shall have received a pro forma Borrowing Base Certificate giving effect to such Disposition and confirming that, after giving effect to such Disposition and the repayment of any Loans in connection therewith, an Overadvance does not exist) so long as the aggregate fair market value of all property assets Disposed of pursuant to in reliance upon this paragraph clause (e), after giving effect to such Disposition, does ee) shall not exceed (i) $2,000,000 in any fiscal year, 15% of the consolidated tangible assets of aggregate after the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomic.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any SubsidiarySubsidiary of the Borrower, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition Dispositions of (i) Equipment that is substantially worn, damaged, or obsolete or worn out no longer used or useful in the ordinary course of business of the Borrower and its Subsidiaries and leases or subleases of real property not useful in the conduct of the business of Borrower and its Subsidiaries; (b) sales of Inventory to buyers in the ordinary course of business, ; (c) Dispositions consisting of licenses of Intellectual Property permitted by Section 7.3(j); (d) Dispositions of assets by (i) any Subsidiary of the Borrower to the Borrower or another Loan Party and (ii) equipment which any Subsidiary of the Borrower determines which is not a Loan Party to another Subsidiary of the Borrower which is not a Loan Party; (e) Dispositions of property with an aggregate value not to exceed $500,000 in good faith is no longer useful to any fiscal year of the conduct Borrower; (f) grants of security interests and Liens permitted by this Agreement; (g) payments permitted under Section 7.6, Investments permitted under Section 7.8, Liens permitted under Section 7.3, payments in the ordinary course of business and other payments which payments (including those in the ordinary course of business), in each case, are not otherwise prohibited by this Agreement or any other Loan Document; (iiih) assets subject to a Recovery Event, (iv) assets consisting Dispositions of tradenon-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, core or surplus assets acquired in connection with such a Permitted Acquisition consummated within twelve (12) months of the date of the Permitted Acquisition so long as the Borrower applies consideration received for the Net Cash Proceeds of assets to be so disposed is at least equal to the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11;fair market value thereof; and (b) in the ordinary course of business, (i) Dispositions of the sale Capital Stock of inventory Fitbit (Australia) Pty Ltd and/or Fitbit Limited (UK) to other Group Members; and (j) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, other Dispositions of property with an aggregate value not to exceed ten percent (10%) of Consolidated Total Assets; provided, however, that any Disposition made pursuant to this Section 7.5 for a purchase price in excess of $500,000 shall be made in good faith on an arm’s length basis for fair market value (as determined in good faith by the Board of Directors of the Borrower). Notwithstanding anything in this Section 7.5 to the contrary, any Disposition of Intellectual Property by any Loan Party to any Group Member that is not a Loan Party shall (x) be sold subject to the Administrative Agent’s irrevocable, nonexclusive, worldwide license of the Intellectual Property granted pursuant to Section 8.14 of the Guarantee and suppliesCollateral Agreement to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (iiy) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the ordinary conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance business of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property in the ordinary course of business and (ii) equipment which the Borrower determines in good faith is uneconomicGroup Member.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 7.4(b); (d) the sale or issuance Disposition of any Subsidiary’s Capital Stock asset (i) to of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) of any Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to a Subsidiary Guarantor, (iii) solely among Restricted Subsidiaries that are not Loan Parties, (iv) of a Restricted Subsidiary that is not a Loan Party to a Loan Party, (v) solely among Loan Parties (other than a Borrower) that are not Wholly Owned Subsidiary Guarantors, (vi) solely among Foreign Subsidiaries and (iivii) of the Parent Borrower or any Restricted Subsidiary to the extent such sale Parent Borrower or issuance is an Investment any Restricted Subsidiary in any IP Reorganization Transaction permitted by Section 7.7(f), to any other Subsidiary7.17; (e) the Disposition sale or issuance of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior Restricted Subsidiary’s Capital Stock to the time of such Disposition and Parent Borrower or any Wholly Owned Subsidiary Guarantor, (ii) at any time, 25% Foreign Subsidiary’s Capital Stock to any Additional Borrower or other Foreign Subsidiary and (iii) any Permitted Joint Venture’s Capital Stock in connection with the formation of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior such Permitted Joint Venture or pursuant to the time organizational documents of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing DatePermitted Joint Venture; (f) the any Disposition of Investments an interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted pursuant to clauses (b)under Section 7.3, (i)any merger, (j)consolidation, (k) liquidation or dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and (l) of any Investment permitted under Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the any Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; andpursuant to any Swap Agreement permitted hereunder; (i) the any Disposition of accounts receivable (and rights ancillary thereto) of Restricted Subsidiaries pursuant to, and in accordance with the terms of, the factoring agreement pursuant to which the Factoring Indebtedness referred to in Section 7.2(h) is incurred; (j) any (i) surplus property Disposition pursuant to any non-exclusive license of Intellectual Property, (ii) any exclusive license of Intellectual Property entered into in the ordinary course of business of 112 the applicable Group Member and (iii) any exclusive license of Intellectual Property that does not materially interfere with the business and operations of the Parent Borrower and its Restricted Subsidiaries in the reasonable judgment of the Parent Borrower; (k) dispositions of accounts receivable and other rights to payment principally for collection purposes; and (l) the Disposition of other property having a fair market value not to exceed the greater of $170,000,000 and 7.5% of Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date in the aggregate for any fiscal year of the Parent Borrower; provided that (i) the consideration for any such Disposition (or series of related Dispositions) in excess of $40,000,000 consists of at least 75% cash consideration (provided that for purposes of the 75% cash consideration requirement (A) (1) the amount of any Indebtedness of the Parent Borrower or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets, (2) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition and (3) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (3), not in excess of $40,000,000, in each case shall be deemed to be cash and (B) Cash Equivalents and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) equipment which no Event of Default then exists or would result therefrom and (iii) the Borrower determines Net Cash Proceeds thereof are applied in good faith is uneconomicaccordance with Section 2.12(b).

Disposition of Property. Dispose of any of its property, whether ----------------------- now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s 's Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (b) the sale of inventory in the ordinary course of business, (i) the sale of inventory and supplies, (ii) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), clause (bi) and (eof Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) any Subsidiary's Capital Stock to the Borrower or any Loan Party, and to a Wholly Owned Subsidiary of the Borrower or (ii) the Capital Stock of Protection One pursuant to the extent such sale its employee benefit or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiaryincentive plans in accordance with past practice; (e) the Disposition (i) of other the Capital Stock of Westar Industries and (ii) by Westar Industries of its property (including, without limitation, the Capital Stock of Subsidiaries) ONEOK, Inc.), so long as the aggregate fair market value Net Cash Proceeds of all property Disposed of pursuant to any Disposition described in this paragraph Section 6.4(e) are applied in accordance with Section 2.9 (eother than Dispositions permitted under Section 6.4(h), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date); (f) the Disposition of Investments permitted accounts receivable pursuant to clauses (b), (i), (j), (k) and (l) customary terms of Section 7.7the instruments governing the Existing Accounts Receivable Financing; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10property set forth on Schedule 6.4(g); (hi) the Disposition sale or issuance of foreign assets and Dispositions by Excluded Foreign the Capital Stock of Protection One, Protection One International, Inc. or Protection One Investments, Inc. or (ii) the sale of the property of Protection One, Protection One International, Inc. or Protection One Investments, Inc. or their respective direct or indirect Subsidiaries; and, so long as the Net Cash Proceeds of any such sale or issuance of Capital Stock or sale of property are (A) reinvested in the business of Protection One, Protection One International Inc. or Protection One Investments, Inc., as applicable, to the extent required in the applicable debt instruments of Protection One, Protection One International Inc. or Protection One Investments, Inc. or (B) used to repay or repurchase Indebtedness; (i) the Disposition of (i) surplus other property having a fair market value not to exceed $15,000,000 in the ordinary course aggregate for any fiscal year of the Borrower; (j) the Disposition of other property (other than all or substantially all of the property of the electric utility business and (ii) equipment which of the Borrower determines or KGE) for fair market value so long as the Net Cash Proceeds of any such Disposition are applied in good faith is uneconomicaccordance with Section 2.9; and (k) Dispositions pursuant to Requirements of Law so long as the Net Cash Proceeds of any such Disposition are applied in accordance with Section 2.9.

Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) surplus, outdated, obsolete or worn out property in the ordinary course of business, (ii) equipment which the Borrower determines in good faith is no longer useful to the conduct of business, (iii) assets subject to a Recovery Event, (iv) assets consisting of trade-ins and exchanges for similar assets, and (v) within twelve months after the consummation of a Permitted Acquisition, assets acquired in connection with such Permitted Acquisition so long as the Borrower applies the Net Cash Proceeds of the Disposition of such assets acquired in connection with such Permitted Acquisition to repay any outstanding Term Loans, Revolving Loans and/or Swingline Loans in accordance with Section 2.11; (bother than accounts receivable or inventory) in the ordinary course of business; (b) Dispositions of inventory, cash and Cash Equivalents in the ordinary course of business; (ic) Dispositions permitted by Section 7.4(c)(i) or Section 7.4(d)(i); (d) the sale or issuance of inventory and supplies, any Restricted Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor; (iie) leases and licenses of assets (including, without limitation, intellectual property rights) which do not interfere in any material respect with the conduct of business, and (iii) the Disposition Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; (c) Dispositions permitted by Sections 7.4(a), (b) and (e); (d) the sale or issuance of any Subsidiary’s Capital Stock (i) to the Borrower or any Loan Party, and (ii) to the extent such sale or issuance is an Investment permitted by Section 7.7(f), to any other Subsidiary; (e) the Disposition of other property (including, without limitation, Capital Stock of Subsidiaries) so long as the aggregate fair market value of all property Disposed of pursuant to this paragraph (e), after giving effect to such Disposition, does not exceed (i) in any fiscal year, 15% of the consolidated tangible assets of the Borrower and its Subsidiaries for such fiscal year as determined immediately prior to the time of such Disposition and (ii) at any time, 25% of the greater of (x) consolidated tangible assets of the Borrower and its Subsidiaries as determined immediately prior to the time of such Disposition, and (y) consolidated tangible assets of the Borrower and its Subsidiaries at the Original Closing Date; (f) the Disposition of Investments permitted pursuant to clauses (b), (i), (j), (k) and (l) of Section 7.7; (g) the Disposition of assets in connection with Sale-Leaseback Transactions permitted by Section 7.10; (h) the Disposition of foreign assets and Dispositions by Excluded Foreign Subsidiaries; and (i) the Disposition of (i) surplus property thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction; (f) Dispositions of assets (including as a result of like-kind exchanges) to the extent that (i) such assets are exchanged for credit (on a fair market value basis) against the purchase price of similar or replacement assets or (ii) equipment which such asset is Disposed of for fair market value and the proceeds of such Disposition are promptly applied to the purchase price of similar or replacement assets; (g) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any Group Member; (h) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (i) the abandonment, cancellation, non-renewal or discontinuance of use or maintenance of non-material Intellectual Property or rights relating thereto that the Borrower determines in good faith its reasonable judgment to be desirable to the conduct of its business and not materially disadvantageous to the interests of the Lenders; (j) licenses, leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (k) Dispositions to any Group Member; provided that any such Disposition involving a Restricted Subsidiary that is uneconomicnot a Subsidiary Guarantor shall be made in compliance with Sections 7.7 and 7.9; (l) (i) Dispositions of assets to the extent that such Disposition constitutes an Investment referred to in and permitted by Section 7.7 (other than Investments referred to in and permitted by Section 7.7(s)), (ii) Dispositions of assets to the extent that such Disposition constitute a Restricted Payment referred to in and permitted by Section 7.6, (iii) Dispositions set forth on Schedule 7.5(l) and (iv) sale and leaseback transactions permitted under Section 7.10; (m) Dispositions by the Borrower or any of its Restricted Subsidiaries of accounts receivable pursuant to any Permitted Receivables Facility; and (n) other Dispositions of assets (including Capital Stock); provided that (i) if the total fair market value of the assets subject to any such Disposition or series of related Dispositions is in excess of $15,000,000, it shall be for fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)), (ii) at least 75% of the total consideration for any such Disposition in excess of $15,000,000 received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Cash Equivalents, (iii) no Default or Event of Default then exists or would result from such Disposition (except if such Disposition is made pursuant to an agreement entered into at a time when no Default or Event of Default exists) and (iv) if any Eligible Inventory or Eligible Accounts are sold pursuant to this Section 7.5(n) in any Disposition or series of related Dispositions and the fair market value (determined as if such Disposition was consummated on an arm’s-length basis) (provided that any such Disposition of Eligible Accounts or Eligible Inventory shall be for fair market value, with fair market value being in no event less than the value ascribed to such assets in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g)) of such assets is in excess of $10,000,000, the Borrower shall have delivered to the Administrative Agent a pro forma Borrowing Base Certificate, modified to give effect to such Dispositions so that the Administrative Agent may determine whether any prepayment is necessary to comply with Section 2.11(a); provided, however, that for purposes of clause (ii) above, the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 365 days following the closing of the applicable Disposition and (C) solely with respect to (x) Dispositions of assets other than Inventory and Accounts of Loan Parties, any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $125,000,000 and (2) 37.5% of Consolidated EBITDA for the Reference Period and (y) Dispositions of Inventory and Accounts of Loan Parties, any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 7.5(n) that is at that time outstanding, not to exceed the greater of (1) $25,000,000 and (2) 7.5% of Consolidated EBITDA for the Reference Period (in each case, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).