Common use of Disposition of Property Clause in Contracts

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired, or issue or sell to any Person (other than the Borrower will notor a Guarantor) any shares owned by it of any Subsidiary’s Capital Stock, except: (a) the Disposition of obsolete, worn-out or surplus assets to the extent such assets are not necessary for the operation of the Parent Guarantor’s and will not permit any Restricted Subsidiary toits Subsidiaries’ business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4; (d) the Disposition of other assets (other than accounts receivable) for fair market value, directly or indirectly, consummate any Asset Sale unless at provided that (i) the time aggregate fair market value of such transaction and Dispositions, taken as a whole, pursuant to this clause (d) shall not exceed $1,000,000, (ii) after giving effect thereto and to the use any such Disposition, no Default or Event of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofcontinuing, and (iii) the Loan Parties and their Subsidiaries (other than Daymark) may not convey, sell, lease, assign, transfer or otherwise Dispose of property or assets to Daymark; (e) the Parent Guarantor and any of its Subsidiaries may sell or discount without recourse accounts receivable arising in the case ordinary course of business in connection with the compromise or collection thereof; (f) the Borrower and any other Subsidiaries may convey, sell, lease, assign, transfer or otherwise dispose of property or assets to the Borrower or to a Wholly Owned Subsidiary of the Borrower; provided that if the transferor of such property is a Guarantor or the Borrower (i) the transferee thereof must either be the Borrower or a Guarantor, (ii) to the extent such transaction constitutes an Asset Sale Investment, such transaction is permitted under Section 7.8 and (iii) the Borrower and any other Subsidiary (other than an Asset Swap if after giving pro forma effect Daymark) may not convey, sell, lease, assign, transfer or otherwise dispose of property or assets to Daymark; (g) Dispositions of property to the extent that (i) such Asset Sale property is exchanged for credit against the purchase price of similar replacement property or (xii) the proceeds of such Disposition are promptly applied to the purchase price of similar replacement property; (h) the Disposition of all or substantially all of the Capital Stock or assets of Daymark or any portion thereof; provided that (i) no Default then exists or would arise from the consummation of such transaction; (ii) any intercompany payable owed by the Parent Guarantor or any of its Subsidiaries (other than Daymark) to Daymark or such applicable Subsidiary thereof shall be converted into a five-year unsecured promissory note, such promissory note to be satisfactory in form and substance to the Administrative Agent; (iii) the terms and conditions of such Disposition shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld); (iv) the Parent Guarantor shall have delivered to the Administrative Agent at least 10 days prior to the Term B-1 Loan Repayment Dateconsummation of such proposed Disposition, a certification by the chief financial officer of the Borrower with respect to compliance with clauses (i) and (ii) above, together with all relevant financial information with respect to such assets, including without limitation, the Secured Net Leverage Ratio is greater than 1.50 aggregate consideration for such Disposition and any other information required to 1.00 demonstrate compliance with clauses (i) and (yii) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:above; (i) any liabilities (as reflected in the Borrower’s Disposition of all or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) substantially all of the Borrower assets or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right Capital Stock of payment to (i) G&E Alesco Global Advisors, LLC and the Loans, that are assumed by the transferee assets of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, Related Funds and (ii) any securitiesE&I Advisors Asset Management, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, LLC; and (iiij) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Sales pursuant to this clause (iii) that is at that time outstandinga “forced-sale”, not to exceed “buy-sell”, “put-call” or similar arrangement in joint venture agreements of Joint Ventures in effect on the greater of $75,000,000 Closing Date and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposelisted on Schedule 7.5(j).

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, worn out, surplus, unnecessary or unused property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing of Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower; (e) the Disposition (i) of the Capital Stock of Westar Industries and (ii) by Westar Industries of its property; (f) the Disposition of accounts receivable, including any Disposition of insured receivables to the relevant insurer, as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, contracts and/or other property, 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 the proceeds of any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of 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 pursuant to Requirements of Law; and (j) the Disposition of rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in connection with a sale-leaseback or other transaction that permits the Borrower or its Subsidiaries the continued right to use such property or assets for at least the lesser of (x) ten years and (y) the maximum period of time permitted under the applicable tax or accounting rules (whichever is greater) for the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Subsidiary to the Fair Market Value of the continue to use such property or assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to order for such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed transaction to be cash or Cash Equivalents for purposes of this provision and for no other purposecharacterized as a true sale.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary's Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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 Cash Equivalents 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 purposes 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 provision 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) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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 Cash Equivalents 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 purposes 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 provision 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) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless Sale; provided that the Borrower and its Restricted Subsidiaries may consummate Asset Sales so long as (a) at the time of such transaction and immediately after giving effect thereto to such Asset Sale and to the use of proceeds thereof, (i) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.10 and (ii) no Event of Default shall have occurred and be continuing and continuing, (iib) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiic) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets 25,000,000 at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Make any Disposition of its Property, whether now owned or hereafter acquired, except (a) a Disposition by Borrower will not, and will not permit any to a Wholly-Owned Restricted Subsidiary towhich is a Subsidiary Guarantor, directly or indirectlyby a Restricted Subsidiary to Borrower or another Restricted Subsidiary (provided that any Disposition by a Subsidiary Guarantor must be to another Subsidiary Guarantor or to Borrower), consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and (b) Investments permitted by Section 6.16 to the use extent constituting Dispositions, (c) the Disposition of proceeds thereofany Equity Interests of (or other Investments in) any Joint Venture to the extent required by the terms of any agreement governing such Joint Venture, (d) provided that no Event of Default then exists or would result therefrom, Dispositions of (i) no Default shall have occurred and be continuing accounts receivable and (ii) collateral securing accounts receivable and guarantees supporting accounts receivable, in each case set forth in clauses (i) and (ii) as transferred in connection with a receivables financing permitted under Section 6.10(k) (it being agreed that any lien releases to be executed by the Agent in connection therewith shall be limited to Collateral not exceeding in the aggregate the greater of (i) $25,000,000 and (ii) 12.5% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available and shall otherwise be in form reasonably acceptable to the Agent), (e) provided that no Event of Default then exists or would result therefrom, Dispositions, of which the fair market value (as reasonably determined in good faith by a Senior Officer of Borrower), when aggregated with the proceeds of all other Dispositions incurred under this clause (e) within the same Fiscal Year, are less than or equal to the greater of (i) $100,000,000 and (ii) an amount equal to 12.5% of Consolidated Total Assets, (f) sales, rentals or leases of satellite capacity, bandwidth, beams, transponders or threads or other grants of rights of satellite use or of any other portion of a Satellite in the ordinary course of business, (g) the Disposition of any Satellite (other than the ViaSat-1 and ViaSat-2 Satellites) for fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) to any Person for whom such Satellite was procured that is not an Affiliate of Borrower and (h) provided that no Event of Default then exists or would result therefrom, other Dispositions so long as (i) any such Restricted Subsidiary, as the case may be, receives Disposition is for consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, fair market value thereof and (iiiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or from any such Restricted Subsidiary, as the case may be, is in the form of cash Disposition shall be Cash or Cash Equivalents; Equivalents (provided that the amount of: (ix) any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretonotes thereto for which internal financial statements are available immediately preceding such date or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheetsheet in the good faith determination of the Borrower) of the Borrower or such any Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the LoansObligations) that are extinguished in connection with the transactions relating to such Disposition, or that are assumed by the transferee of any such assets and for which assets, property or Equity Interests, in each case, pursuant to a written agreement that releases the Borrower and all of its or such Restricted Subsidiaries have been validly released by all creditors in writing, Subsidiary, as the case may be, from further liability therefor; (iiy) any securities, notes or other similar obligations received by the Borrower or such any Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash Cash or Cash Equivalents, or by their terms are required to be satisfied for Cash or Cash Equivalents (to the extent so converted) of the Cash or Cash Equivalents received), in each case within 180 days following the closing consummation of such Asset Sale, and Disposition; and (iiiz) any Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiary Subsidiaries in such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause subclause (iiiz) that is at that time outstanding, not to exceed the greater of (I) $75,000,000 25,000,000 and 3.0(II) 2.0% of Consolidated Total Assets Assets, calculated at the time of the receipt of such Designated Noncash Consideration, Consideration (with the Fair Market Value fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, ) shall each be deemed to be cash or Cash Equivalents for the purposes of this clause (h)(ii); provided further that notwithstanding the foregoing, the 75% limitation referred to in clause (h)(ii) of this Section 6.2 shall be deemed satisfied with respect to any Disposition in which the Cash and Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, if the proceeds before tax would have complied with the aforementioned 75.0% limitation); provided that the sale or other disposition of the assets of the Borrower and for no its Restricted Subsidiaries constituting 50% or more in the aggregate of the Consolidated Total Assets as of the date of any such sale or other purposedisposition shall not be treated as a “Disposition” but rather shall constitute a “Change in Control”.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clauses (i) no Default shall have occurred and be continuing and (ii) of Section 7.4(c); (d) the Borrower sale or such Restricted Subsidiary, as the case may be, receives consideration at least equal other Disposition of assets pursuant to the Fair Market Value MOU Transactions; (e) the sale or issuance of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior any Subsidiary's Capital Stock to the Term B-1 Loan Repayment Date, Company or any Subsidiary Guarantor; (f) the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received sale by the Borrower Company or such Restricted Subsidiaryits Subsidiaries to Halla Climate Control Corporation of their ownership interests in Halla Climate Control (Dalian) Co. Ltd., as the case may beHalla Climate Control (Portugal) Ar Condicionado, is in the form of cash or Cash EquivalentsLDA, Halla Climate Control (Thailand) Company Limited, Halla Climate Control Canada Inc. and Visteon Automotive Systems India Private Limited; (g) Permitted Restructuring Transactions; provided that the amount of:aggregate consideration for all such Permitted Restructuring Transactions (other than the planned Permitted Restructuring Transaction disclosed to the Banks prior to the Effective Date) shall not exceed $100,000,000 after the Effective Date; (h) the Disposition of other property not otherwise expressly permitted by this Section having a fair market value not to exceed, together with the fair market value of any other Dispositions made concurrently with or prior to such Disposition, 10% of Consolidated Net Tangible Assets in the aggregate as of the last day of the then most recent fiscal year for which financial statements have been delivered; provided that any Dispositions of Core Assets shall not exceed $200,000,000 in the aggregate; and (i) the sale of Receivables, any liabilities (as reflected Related Security and Other Securitization Assets pursuant to Permitted Receivables Financings and in any event the sale of receivables, any related security and other securitization assets set forth in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent Receivables Intercreditor Agreement which are subject to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets Existing Receivables Purchase and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeAgreements.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 50% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 2,000,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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 Cash Equivalents 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 purposes 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 provision 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) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value; and (l) Dispositions of Securitization Assets pursuant to a Permitted Securitization Financing. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toof the Borrower, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions (i) no Default shall have occurred and be continuing by the Borrower of any of its assets to any Wholly Owned Subsidiary Guarantor and (ii) by any Subsidiary of the Borrower of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or such Restricted any Wholly Owned Subsidiary Guarantor; (d) the sale or issuance of any Subsidiary, as the case may be, receives consideration at least equal 's Capital Stock to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiaryany Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property having a fair market value not to exceed $50,000,000 for any fiscal year of the Borrower; provided, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:requirements of Section 2.11(c) are complied with in connection therewith; and (f) Dispositions referred to in Sections 7.8(f), (g) and (h); (g) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Capital Stock of the Borrower; (h) Dispositions to or by Legacy Trust or the Insurance Subsidiary of Indebtedness described in Section 7.2(b) to the Borrower or any Wholly Owned Subsidiary Guarantor; (i) any liabilities Dispositions by the Borrower to Legacy Trust of cash in an amount not to exceed (when taken together with the amount of Restricted Payments made pursuant to Section 7.6(e)) 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 (as reflected defined in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or Trust Agreement) pursuant to and in accordance with the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or Trust Agreement as in the footnotes thereto if such incurrence or accrual had taken place effect on the date hereof and Dispositions by Legacy Trust of such balance sheetcash 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 or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of and/or any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by with 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 so converted) within 180 days following the closing proceeds of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeDispositions.

Disposition of Property. The Borrower Each of the Loan Parties will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and except (subject to the use proviso below): (a) dispositions of proceeds thereofInventory in the ordinary course of business; (b) Asset Dispositions of Property, other than accounts and Receivables, by the Borrower and its Subsidiaries to Persons other than the Borrower and its Subsidiaries made in the ordinary course of business if each of the following conditions have been satisfied: (i) no Default shall have occurred the Net Proceeds from any single Asset Disposition or series of related Asset Dispositions in any fiscal year of the Borrower do not exceed $250,000 and be continuing and the cumulative Net Proceeds from all Asset Dispositions do not exceed $1,000,000, (ii) the Borrower or its Subsidiary (as applicable) receives fair consideration for such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed ofassets, and (iii) in no Default exists at the case time of an or will result from such Asset Sale Disposition; (c) Asset Dispositions of Property, other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Dateaccounts and Receivables, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as and its Subsidiaries to any Wholly-Owned Subsidiary of the case may be, is in Borrower if each of the form of cash or Cash Equivalents; provided that the amount of: following conditions have been satisfied: (i) any liabilities (as reflected in the Borrower’s aggregate fair market value of the assets sold, disposed of or such Restricted Subsidiary’s most recent balance sheet or in otherwise transferred by the footnotes thereto, or if incurred or accrued subsequent Borrower and its Subsidiaries and transferred to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) a Wholly-Owned Subsidiary of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated shall not exceed $250,000 in right aggregate amount during any fiscal year, exclusive of payment assets acquired pursuant to the Loans, that are assumed by the transferee of any such assets purchases and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, acquisitions permitted pursuant to clause (ii) any securities, notes or other similar obligations received of Section 9.3 which are transferred 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 so converted) within 180 days following the closing purchaser of such Asset Sale, and (iii) any Designated Noncash Consideration received by assets to the Borrower or any Restricted Wholly-Owned Subsidiary of the Borrower, (ii) the assets sold, disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in such Asset Sale having an aggregate Fair Market Valuefavor of the Administrative Agent) in favor of the Administrative Agent and the Lenders, taken together with all other Designated Noncash Consideration received pursuant to this clause and (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets no Default exists at the time of or will result from such Asset Disposition; and (d) dispositions of Property, other than accounts and Receivables, no longer used or useful in the receipt ordinary course of such Designated Noncash Considerationbusiness; provided, however, that none of the Canadian Subsidiaries may sell, lease, assign, transfer or otherwise dispose of any of its Property except in the ordinary course of its business and consistent with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposepast practices.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to such Asset Sale any Person, except: (xa) prior to the Term B-1 Loan Repayment Date, Disposition of obsolete or worn out property in the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and ordinary course of business; (yb) on or after the Term B-1 Loan Repayment Date, sale of inventory in the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the consideration therefor received by Disposition of any asset (i) of the Borrower or such 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 (vi) of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary in any IP Reorganization Transaction; (e) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary Guarantor; (f) any Disposition of an interest in accounts or notes receivable and related assets as part of a Qualified Receivables Transaction; (g) any Lien permitted under Section 7.3, as the case may beany merger, is in the form of cash consolidation, liquidation or Cash Equivalents; provided that the amount of:dissolution permitted under Section 7.4, any Restricted Payment permitted under Section 7.6 and any Investment permitted under Section 7.7; (h) any Disposition pursuant to any Swap Agreement permitted hereunder; (i) any liabilities 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) 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 reflected in the Borrower’s or shown on such Restricted Subsidiaryperson’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities ) that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are is assumed by the transferee of any such assets and for which assets, (2) the Borrower and all amount of its Restricted Subsidiaries have been validly released by all creditors any trade-in writing, (ii) any securities, notes or other similar obligations 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 (value applied to the extent so converted) within 180 days following the closing purchase price of any replacement assets acquired in connection with such Asset Sale, and Disposition and (iii3) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary in respect of such Asset Sale Disposition having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding3), not to exceed the greater in excess of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration40,000,000, with the Fair Market Value of in each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, case shall be deemed to be cash or and (B) Cash Equivalents for purposes and marketable U.S. debt securities (determined in accordance with GAAP) shall be deemed to be cash), (ii) no Event of this provision Default then exists or would result therefrom and for no other purpose(iii) the Net Proceeds thereof are applied in accordance with Section 2.12(b).

Disposition of Property. The Parent Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly Dispose of any of their respective properties or indirectly, consummate assets (including any Asset Sale unless Capital Stock 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 of any such transaction and after Disposition is to be made before giving effect thereto 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; (e) any Disposition by a Subsidiary of the Parent Borrower otherwise permitted under Section 7.4; (f) the sale or 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, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof; (g) the sale or other Disposition of any assets or property by the Parent Borrower or any of its Subsidiaries to the use Parent Borrower or any Wholly-Owned Subsidiary of proceeds thereof, the Parent Borrower; (h) pursuant to Sale-Leaseback Transactions permitted by Section 7.3; (i) the abandonment, sale or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Parent Borrower, no Default shall have occurred longer economically practicable to maintain or useful in the conduct of the business of the Parent Borrower and be continuing and its Subsidiaries taken as a whole; (iij) the sale or other Disposition of any assets or property by the Parent Borrower or such Restricted Subsidiaryany of its Subsidiaries for cash consideration in an amount equal, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale each such sale or other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior Disposition, to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% fair market value of the consideration therefor received assets or property being sold or otherwise Disposed of, as determined in good faith by the Parent Borrower or such Restricted Subsidiary(and, as in the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and sale or other Disposition for which more than US$100,000,000, as determined in good faith by the Borrower and all Board of its Restricted Subsidiaries 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 validly released prepaid in full, the Revolving Commitments are concurrently reduced by all creditors in writing, (ii) an amount equal to such Net Cash Proceeds, with any securities, notes or other similar obligations received such reduction of the Revolving Commitments to be accompanied by a prepayment of the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Revolving Loans to the extent necessary so converted) within 180 days following that the closing Revolving Extensions of such Asset Sale, Credit outstanding will not exceed the amount of the Revolving Commitments as so reduced; and (iiik) any Designated Noncash Consideration received by the Borrower issuance, sale or other Disposition of preferred stock (or equivalent equity interest) of any Restricted Subsidiary constituting Indebtedness created, incurred, assumed or existing in such Asset Sale having an aggregate Fair Market Value, taken together compliance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 7.2.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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 Cash Equivalents 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 purposes 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 provision 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) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.4; (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will not, and will not permit or any Restricted Wholly Owned Subsidiary to, Guarantor; (e) the Disposition (directly or indirectlyindirectly 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)), consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 one-year period ending on such Disposition Date (or, if shorter, the period from the Restatement Effective Date to such Disposition Date), shall not exceed an amount equal to 30% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) in the case 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 an Asset Sale other than an Asset Swap if after giving pro forma effect pursuant to this Section 7.5(e) during the period from the Restatement Effective Date to such Asset Sale Disposition Date), shall not exceed an amount equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (xiv) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor proceeds of such Disposition shall be in the form of cash; and (v) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent 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 such Restricted Subsidiary, as the case may be, is in the form a Wholly Owned Subsidiary of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and ; (iii) in the event that (x) any Designated Noncash Consideration received by cash consideration is paid to the Borrower or any Restricted Subsidiary of its Subsidiaries in connection with such Exchange and (y) the Annualized Asset Sale having 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 aggregate Fair Market Value"Exchange Excess Amount"), taken together with all other Designated Noncash Consideration received pursuant to this clause then, the Disposition of such Exchange Excess Amount is permitted by clauses (ii) and (iii) that of Section 7.5(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 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 at that time outstanding, 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 other property having a fair market value not to exceed $5,000,000 in the greater of $75,000,000 and 3.0% of Total Assets at the time aggregate for any fiscal year of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction Restricted Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of obsolete or worn out property or of property no longer used or useful in the conduct of the Borrower and after giving effect thereto its Restricted Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of Cash Equivalents and to sale of inventory in the use ordinary course of proceeds thereofbusiness; (c) Dispositions permitted by Section 7.4(a), clause (i) no Default shall have occurred of Section 7.4(b) and be continuing Section 7.4(c); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly-Owned Subsidiary; (e) the Disposition for market value of property; provided that if such Disposition, together with all related Dispositions, involves assets with a value in excess of $10,000,000, not less than 75% of the total consideration (other than (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries and (ii) the valid release of the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all applicable creditors in writing, , from all liability on such Indebtedness or other liability in connection with such Disposition, (iiB) any securities, notes or other similar obligations received by the Borrower or such any of its Restricted Subsidiary Subsidiaries from such the transferee that are converted by the Borrower or such any of its Restricted Subsidiary Subsidiaries into cash or Cash Equivalents within one hundred and eighty (to the extent so converted180) within 180 days following the closing of such Asset SaleDisposition, and (iiiC) any Designated Noncash Consideration received by the Borrower or Indebtedness of any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) in connection with an asset swap, all of which shall be deemed “cash”) received is cash or Cash Equivalents or Designated Non-Cash Consideration to the extent that all Designated Non-Cash Consideration at that such time outstanding, does not to exceed the greater of (x) $75,000,000 25,000,000 and 3.0(y) 2.0% of Total Assets at the time as of the receipt Applicable Date of such Designated Noncash Consideration, Determination (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and all of the consideration received is at least equal to the fair market value of the assets sold, transferred or otherwise disposed of); and provided, further, that any liabilities that, if not assumed by the transferee with respect to the applicable Disposition, would have been deducted in calculating the Net Cash Proceeds from such Disposition but that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed treated as cash consideration; (a) any of the Borrower and its Restricted Subsidiaries may transfer assets to the Borrower or any Subsidiary Guarantor and (b) any Excluded Subsidiary may transfer assets to any other Excluded Subsidiary; (g) any of the Borrower and its Restricted Subsidiaries shall be cash permitted to make Permitted Dispositions; (h) any of the Borrower and its Restricted Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets pursuant to Sale Leaseback Transactions permitted under Section 7.11; (i) sale or like-kind exchanges of existing assets for similar replacement assets, so long as the receipt of the replacement assets in such sale or exchange occurs promptly following the transfer thereof; provided that to the extent the assets that were subject to, and exchanged in connection with, such sale or like-kind exchange constituted Collateral, assets acquired in connection therewith shall constitute Collateral; (j) any of the Borrower and its Restricted Subsidiaries shall be permitted to dispose of the Capital Stock or debt of an Unrestricted Subsidiary for fair market value; (k) condemnations and casualty events, so long as the Recovery Event is applied in accordance with Section 2.11(b); (l) issue Capital Stock to qualify directors of the board of directors (or similar governing body) of any Subsidiary of the Borrower where required by applicable law; and (m) the unwinding of any Swap Agreement or Cash Equivalents Management Agreement; (n) the lapse or abandonment in the commercially reasonable business judgment of the Borrower or its Restricted Subsidiaries of any registrations or applications for purposes registration of any immaterial Intellectual Property rights; (o) Disposition of Investments in (i) 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 agreements or (ii) Non-Wholly Owned Subsidiaries under put and call arrangements; (p) Dispositions of non-core or obsolete assets acquired in connection with an acquisition or permitted Investment; (q) Dispositions constituting Investments permitted under Section 7.8 or permitted Restricted Payments under Section 7.6; (r) Dispositions to a non-Loan Party to the extent that it is otherwise a permitted Investment; (s) the incurrence of Liens permitted hereunder; (t) de minimis amounts of equipment provided to employees; (u) the Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital Stock, (iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary, (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Holdings, the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of any Parent Entity, Holdings, the Borrower or any Subsidiary or any of their successors or assigns, (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims or (vii) terminate any Swap Agreement. (v) Dispositions for fair market value (including those of the type otherwise described herein) made after the Closing Date in an aggregate amount not to exceed the greater of (x) $25,000,000 and (y) 2.0% of Total Assets at any one time outstanding; (w) any swap of assets in exchange for services in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower. Notwithstanding the foregoing, the Disposition of any Capital Stock of a Restricted Subsidiary (other than as permitted by clause (d) above) shall not be permitted unless all the Capital Stock of such Restricted Subsidiary is Disposed of pursuant to such Disposition (and any other Investments in such Restricted Subsidiary, or any of its Restricted Subsidiaries, are also Disposed of or otherwise repaid in connection with such Disposition, or are treated as Investments under, and permitted by, clause (y) of Section 7.8). To the extent the Required Lenders waive the provisions of this provision Section 7.5 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section 7.5, such Collateral in each case (unless sold or disposed of to a Loan Party) shall be sold or otherwise disposed of free and for no other purposeclear of the Liens created by the Loan Documents and the Administrative Agent shall take such actions in accordance with Section 10.14 as are appropriate in connection therewith.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at Sale; provided that (a) the time Borrower and its Restricted Subsidiaries may consummate Asset Sales involving assets with an aggregate Fair Market Value, net of the aggregate of amounts paid by the Borrower and its Restricted Subsidiaries as purchase price for Asset Acquisitions or to acquire, construct or develop fixed assets or Intellectual Property useful in their business, not to exceed (x) in any fiscal year of the Borrower, 15.00% of Total Assets or (y) in the aggregate, 35.00% of Total Assets, in each case, determined as of the date of such transaction Asset Sale, and (b) after giving effect thereto and to the use of proceeds thereof, (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets 25,000,000 at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Borrower Each of the Loan Parties (other than ------------------------ Holdings) and the Supremex Loan Parties (other than Holdings) will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate except: (a) dispositions of Inventory in the ordinary course of business; (b) Asset Dispositions (other than Consolidation Asset Dispositions) by the Borrower and its Subsidiaries to Persons other than the Borrower and its Subsidiaries if each of the following conditions have been satisfied: (i) the Net Proceeds from any single Asset Sale unless Disposition or series of related Asset Dispositions in any fiscal year of the Borrower do not exceed $7,500,000 and the cumulative Net Proceeds from all Asset Dispositions do not exceed $25,000,000 and, with respect to Asset Dispositions by Supremex and its Subsidiaries, the Net Proceeds from any such single Asset Disposition or series of such related Asset Dispositions in any fiscal year of Supremex do not exceed Cdn. $1,500,000 and 100 the cumulative Net Proceeds from all such Asset Dispositions do not exceed Cdn. $7,000,000, (ii) the consideration received by the Borrower or its Subsidiaries is at least equal to the fair market value of such assets (as set forth in a certificate satisfactory in form and substance to, and delivered to, the Agent and the Supremex Agent and signed by a Responsible Officer of the Borrower), (iii) the sole consideration received is cash payable at the closing, and (iv) no Default exists at the time of or will result from such Asset Disposition; (c) Consolidation Asset Dispositions by the Borrower if the following conditions have been satisfied: (i) the consideration received by the Borrower is reasonably equivalent to the fair market value of such assets (as set forth in a certificate satisfactory in form and substance to, and delivered to, the Agent and signed by a Responsible Officer of the Borrower) and (ii) no Default exists at the time of or will result from such Asset Disposition; (d) Asset Dispositions (other than Consolidation Asset Dispositions) by the Borrower and its Subsidiaries (other than MTRC) to the Borrower or any Wholly-Owned Subsidiary of the Borrower other than an Unrestricted Subsidiary and other than MTRC if each of the following conditions have been satisfied: (i) the aggregate fair market value of the assets sold, disposed of or otherwise transferred by the Borrower and its Subsidiaries and transferred to a Subsidiary of the Borrower shall not exceed $15,000,000 in aggregate amount during any fiscal year exclusive of the Reorganization Transaction, and, with respect to assets sold, disposed of or otherwise transferred by Supremex and its Subsidiaries, the aggregate fair market value of such assets sold, disposed of or otherwise transferred to a Subsidiary of Supremex shall not exceed Cdn. $3,000,000 in aggregate amount during any fiscal year, (ii) the assets sold, disposed of or otherwise transferred shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent) in favor of the Agent and the Lenders, and (iii) no Default exists at the time of or will result from such Asset Disposition; (e) transfers of assets by Wisco to Wisco III pursuant to the Reorganization Transaction, if each of the representations and warranties set forth in Section 7.25(c) are true and correct; --------------- (f) dispositions of Property no longer used or useful in the ordinary course of business; and (g) transfers of Receivables by the Borrower and its Subsidiaries to MTRC in accordance with the terms and provisions of the Accounts Receivable Securitization Facility Documents; provided, however, that (i) no Asset Dispositions may be made by any Loan -------- ------- Party or Supremex Loan Party or its Subsidiary pursuant to clause (d) ---------- preceding if a Default or a "Default" (as defined in the Supremex Credit Agreement) exists at the time of such transaction and after giving effect thereto and to the use of proceeds thereofproposed Asset Disposition or would result therefrom, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case no transfers of Receivables may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received be made by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received of its Subsidiaries 101 pursuant to this clause (iiig) that is at that time outstanding, not to exceed preceding if an Event of Default or an "Event of Default" ------ (as defined in the greater of $75,000,000 and 3.0% of Total Assets Supremex Credit Agreement) exists at the time of such proposed transfer or would result therefrom, (iii) no Asset Disposition that results in any mandatory prepayment pursuant to Section 2.7(c) may be made by -------------- any Loan Party or Supremex Loan Party or its Subsidiary unless such mandatory prepayment is fully and timely made in accordance with Section 2.7, and (iv) ----------- with respect to any disposition of Collateral authorized and made in compliance with this Section 9.8 (other than Section 9.8(g)), the receipt Liens in favor of the ----------- -------------- Agent shall continue in all proceeds of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeCollateral.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectlysell any shares of such Restricted Subsidiary’s Capital Stock to any Person, consummate except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business and Dispositions of Cash Equivalents in the ordinary course of business; (c) Dispositions (i) in the form of transactions permitted by Section 6.04 and (ii) constituting Restricted Payments permitted by Section 6.06; (d) Dispositions of Receivables pursuant to Factoring Arrangements, so long as (i) solely with respect to Factoring Arrangements entered into by Excluded Subsidiaries, on the last day of each calendar month, the aggregate amount of Receivables that have been Disposed of pursuant to Factoring Arrangements of the Excluded Subsidiaries and that are then outstanding shall not exceed the Factoring Basket then in effect and (ii) immediately after giving effect to any Asset Sale unless such Disposition of Receivables (other than Long Dated Accounts Receivable that are, at the time of determination, not Eligible Accounts Receivable) of Group Members that are not Excluded Subsidiaries pursuant to a Factoring Arrangement, the amount of Available Accounts Receivable, determined as of the date of such transaction Disposition, shall not be less than 40% of the lesser of (x) the aggregate Borrowing Base as of such date and after giving effect thereto (y) the Total Revolving Credit Commitment as of such date (and the Borrower shall have furnished to the use Revolving Administrative Agents advance written notice of proceeds thereofsuch Factoring Arrangement, including the aggregate amount of Receivables expected to be Disposed of pursuant to such Factoring Arrangement and a list, in reasonable detail, of the Receivables to be subject to such Factoring Arrangement); (e) Dispositions pursuant to sale and leaseback transactions permitted pursuant to Section 6.11; (f) the sale, issuance or transfer of any Subsidiary’s Capital Stock in a merger or similar transaction permitted under Section 6.04 pursuant to which such Subsidiary is Disposed of or to the Borrower or any Wholly Owned Subsidiary Guarantor or the sale, issuance or transfer of any Excluded Subsidiary’s Capital Stock to any other Excluded Subsidiary; (g) any Permitted Asset Sales; provided that (i) no Default shall have occurred and be continuing the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable and (ii) if (A) the aggregate fair market value of all consideration paid to the Group Members in respect of any such Asset Sale is greater than or equal to $50,000,000 and (B) such Asset Sale is consummated at any time when the Borrower or is required to comply with the financial covenant set forth in Section 6.01, the Borrower shall be in compliance (unless compliance is waived by the Required Revolving Credit Lenders), determined on a Pro Forma Basis, with such Restricted Subsidiarycovenant, and the Borrower shall have delivered to the Revolving Administrative Agent prior to the consummation of such Asset Sale such financial information as the case may be, receives consideration at least equal Revolving Administrative Agent shall reasonably request to the Fair Market Value demonstrate such pro forma compliance; (h) any Disposition that does not constitute an “Asset Sale” pursuant to clause (b) of the definition thereof; (i) Dispositions constituting Investments permitted by Section 6.08; (j) Dispositions consisting of (i) operating leases to Loan Parties, (ii) operating leases to Joint Ventures of assets sold or otherwise disposed of, 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; (k) intercompany Dispositions necessary in the case of an Asset Sale other than an Asset Swap if after giving pro forma order to effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities the Tax Restructuring, (as reflected ii) the Business Segmentation Restructuring Plan or (iii) the Permitted Corporate Structure Transactions; (l) the licensing of Intellectual Property in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or ordinary course of business in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) a manner consistent with past practices of the Borrower or such and its Restricted Subsidiary other than liabilities that are Subsidiaries; (m) transfers of accounts receivable and related rights by their terms subordinated in right of payment F-M Canada to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,Borrower; (iin) any securitiesinvoluntary dispositions consisting of property or casualty events or condemnation proceedings, notes or other similar obligations received by 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 Borrower or outsourcing and such Restricted Subsidiary from such transferee that are converted by operations; (p) the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, Specified Divestitures; and (iiiq) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Dispositions of assets pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposea Permitted Receivables Facility.

Disposition of Property. The 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 obsolete or worn out property in the ordinary course of business; (b) the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower will not, or any Wholly Owned Subsidiary Guarantor; (e) the Disposition of other property (other than a Home Sale) in the aggregate having a book value not exceeding (i) 10% of the consolidated tangible assets of the Borrower and will not permit its Subsidiaries in any Restricted Subsidiary to, directly fiscal year of the Borrower or indirectly, consummate any Asset Sale unless (ii) 15% of the consolidated tangible assets of the Borrower and its Subsidiaries in the aggregate from and after the Closing Date (with consolidated tangible assets being determined at the time of any such transaction and after giving effect thereto and Disposition by reference to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal most recent consolidated financial statements delivered pursuant to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other Section 6.1); provided that not less than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the total consideration therefor received for any such Disposition shall be paid to the Borrower in cash or within 180 days after the consummation of such disposition is reasonably expected to and shall be converted into cash; (f) Home Sales and Asset Sales by Borrower or any of its Subsidiaries the Net Cash Proceeds of which do not exceed $5,000,000 in the aggregate in any fiscal year; (g) any of the Borrower and its Subsidiaries may transfer assets to the Borrower or such Restricted Subsidiary, as any Subsidiary Guarantor; (h) any of the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:Borrower and its Subsidiaries shall be permitted to make Permitted Dispositions; (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower and its Subsidiaries shall be permitted to sell or such Restricted Subsidiary otherwise dispose of property and other than liabilities that are by their terms subordinated assets in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, connection with Sale Leaseback Transactions permitted hereunder; and (iiij) other Home Sales involving real property sold in the sale-leaseback type transactions that do not qualify as a Sale Leaseback Transaction hereunder so long as such real property has been acquired by any Designated Noncash Consideration received Loan Party after the date hereof and the Net Cash Proceeds of such Home Sales are used to make prepayments of any outstanding Revolving Loans. To the extent the Required Lenders waive the provisions of this Section with respect to the sale or other disposition of any Collateral, or any Collateral is sold or disposed of as permitted by this Section, such Collateral in each case shall be sold or otherwise disposed of free and clear of the Liens created by the Borrower or any Restricted Subsidiary Loan Documents and the Administrative Agent shall take such actions in such Asset Sale having an aggregate Fair Market Value, taken together accordance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes Section 10.14 as are appropriate in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeconnection therewith.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any Equity Interests to any Person, except: the Disposition of obsolete or worn out property in the ordinary course of business; the sale of inventory in the ordinary course of business; Dispositions expressly permitted by Section 6.4; the sale or issuance of any Subsidiary's Equity Interests to any of the Borrowers or any Wholly Owned Subsidiary to, Guarantor; the Disposition (directly or indirectlyindirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by any of the Borrowers or any of their respective Subsidiaries (it 130 51 being understood that Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 6.5(e)), consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as Annualized Asset Cash Flow Amount attributable to the case may be, receives consideration at least assets being disposed of shall not exceed an amount equal to 25% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iii) the Fair Market Value of Annualized Asset Cash Flow Amount attributable to the assets sold or otherwise being disposed of, and (iiiwhen added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 6.5(e) in during the case of an Asset Sale other than an Asset Swap if after giving pro forma effect period from the Closing Date to such Asset Sale (x) prior to the Term B-1 Loan Repayment Disposition Date, the Secured Net Leverage Ratio is greater than 1.50 shall not exceed an amount equal to 1.00 and 35% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (yiv) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Loans to the extent required by Section 2.9(a); any Exchange by any of the Borrowers and their respective Subsidiaries, provided that the amount of: (i) any liabilities on the Disposition Date on which such Exchange occurs, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (as reflected ii) the assets received in connection with such Exchange shall be received by a Wholly Owned Subsidiary of a Borrower (or, in the case of any Equity Interests so received, by a Borrower’s or such Restricted Subsidiary’s most recent balance sheet or ); (iii) in the footnotes thereto, event that (x) any cash consideration is paid to any of the Borrowers or if incurred or accrued subsequent any of their respective Subsidiaries in connection with such Exchange and (y) the Annualized Asset Cash Flow Amount attributable to the date of such balance sheet, such liabilities that would have been shown on assets being Exchanged exceeds the Borrower’s or such Restricted Subsidiary’s balance sheet or annualized asset cash flow amount (determined in a manner comparable to the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheetmanner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the Borrower or assets received in connection with such Restricted Subsidiary other than liabilities that are Exchange (such excess amount, an "Exchange Excess Amount"), then, the Disposition of such Exchange Excess Amount is permitted by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, clauses (ii) any securitiesand (iii) of Section 6.5(e); and (iv) the Net Cash Proceeds of such Exchange, notes or other similar obligations received by if any, shall be applied to prepay the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Loans to the extent required by Section 2.9(a); Dispositions of property acquired after the Closing Date, (other than property acquired in connection with Exchanges of property owned on the Closing Date), so convertedlong as (i) within 180 days following 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 closing of such Asset Sale, and date on which relevant property is acquired and (iii) any Designated Noncash Consideration received by such Disposition is consummated within eighteen months after the Borrower or any Restricted Subsidiary in such Asset Sale date on which the relevant property is acquired; and the Disposition of other property having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, a fair market value not to exceed $5,000,000 in the greater of $75,000,000 and 3.0% of Total Assets at the time aggregate for any fiscal year of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrowers.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 (calculated 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 an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 of:(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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) any liabilities (Dispositions definitively agreed to as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that Restatement Effective Date and which are listed on Schedule 7.5(i); (j) the Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all its Subsidiaries of its Restricted Subsidiaries other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have been validly released by all creditors in writing, occurred and be continuing or would result therefrom and (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee Disposition is made for fair market value. It is understood that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (this Section 7.5 does not apply to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower sale or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time issuance of the receipt Equity Interests of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 (calculated 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 RestatementRefresh 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; (iviii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalentscash; provided that and (v (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.cash); and

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving giv- ing effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance bal- ance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance bal- ance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated sub- ordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Re- stricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Borrower will notMake any Disposition of its Property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly except for: (a) Dispositions of obsolete equipment or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and other personal property no longer necessary to the use business of proceeds Borrower and its Subsidiaries having a fair market value (in each transaction or series of related transactions) of less than $1,000,000); (b) Dispositions of easements or minor strips and gores of property in connection with the construction of the Proposed Expansion or other improvements to the Project Site and which are approved in advance by the Administrative Agent as reasonably necessary to the construction or maintenance thereof, provided that the Administrative Agent shall concurrently receive any endorsements to its policy of title insurance as it may reasonably request in connection therewith; and (c) Dispositions to the extent permitted by Section 6.5 of this Agreement; provided, however, that this Section shall not apply to prohibit a Disposition to the extent necessary to prevent a License Revocation if (i) no Default shall have occurred and be continuing and or Event of Default then exists which is not curable by such Disposition, (ii) Borrower has notified the Borrower Administrative Agent in writing of the necessity to invoke this proviso at least ten Banking Days (or such Restricted Subsidiaryshorter period as may be necessary in order to comply with a regulation or order of the relevant Gaming Board) in advance, as (iii) the case may be, receives consideration at least equal Net Cash Proceeds from such Disposition are paid to the Fair Market Value Administrative Agent promptly after receipt and applied to reduce the principal outstanding under the Term Notes and, after the Term Notes shall have been repaid in full, the Revolving Notes (in each such case first, to Base Rate Loans and thereafter to LIBOR Loans, shortest Interest Periods first and to the installments due under such Notes in the inverse order of maturity), and (iv) any non-Cash proceeds from such Disposition shall be delivered and pledged to the Administrative Agent as additional collateral for the Obligations, and provided further that nothing in this Section shall apply to restrict the Disposition of any of the assets equity securities of any Person that holds, directly or indirectly through a holding company or otherwise, a license under any Gaming Law to the extent such restriction is unlawful under that Gaming Law. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, to the extent the Requisite Lenders waive the provisions of this Section 6.3 with respect to the Disposition of any Collateral, or any Collateral is sold or otherwise disposed of, and of as permitted by this Agreement (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect unless transferred to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or another Obligor) the Administrative Agent shall take such Restricted Subsidiary, actions as are appropriate to release such Collateral from the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed Liens created by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeLoan Documents.

Disposition of Property. The Borrower will not, and will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to consummate any Asset Sale Disposition unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (iia) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Borrower, of the shares and assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect subject to such Asset Sale Disposition, (xb) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor thereof received by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that (c) an amount equal to 100% of the amount of: Net Available Cash from such Asset Disposition is applied, to the extent required, in accordance with Section 2.08(c); (id) after giving effect to such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition (other than pursuant to an Asset Disposition made pursuant to a legally binding commitment entered into at the time when no Default or Event of Default existed or would have resulted from such Asset Disposition); and (e) on a pro forma basis after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower shall be in compliance with the financial covenant set forth in Section 6.10 (other than an Asset Disposition made pursuant to a legally binding commitment entered into at a time when, on a pro forma basis, after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower was in compliance with the financial covenant set forth in Section 6.10). For the purposes of Section 6.04, the assumption or discharge of Indebtedness of the Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary or other liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet (or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right Subsidiary) and the release of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from all liability on such transferee that are converted by the Borrower Indebtedness or from such Restricted Subsidiary into cash or Cash Equivalents (to the extent so converted) within 180 days following the closing of other liabilities in connection with such Asset SaleDisposition (in which case, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary such Person shall, without further action, be deemed to have applied such deemed cash to Indebtedness in such Asset Sale having an aggregate Fair Market Value, taken together accordance with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueSection 2.08(c)), shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeEquivalents.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 8.4(b); (d) subject to Section 8.7, (i) no Default shall have occurred and be continuing the sale or issuance of the Capital Stock of any Subsidiary of the U.S. Borrower to the U.S. Borrower or any Subsidiary Guarantor and (ii) the sale or issuance of the Capital Stock of any Subsidiary of the U.S. Borrower or such Restricted Subsidiary, as that is not a Subsidiary Guarantor to any other Subsidiary of the case may be, receives consideration at least equal to the Fair Market Value U.S. Borrower that is not a Subsidiary Guarantor; (e) any Disposition (other than a Disposition of all of the assets sold or otherwise disposed ofof Cedar Fair LP and its Subsidiaries, and taken as a whole); provided that (iiii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale Disposition and any required prepayment, if any, of theany Term Loans pursuant to Section 4.2(c)in connection therewith, Cedar Fair LP shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 8.1 (xaregardless of whether it is otherwise required to be tested at such time) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (yii) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by in respect of such Disposition is cash; provided, however, that for the Borrower or such Restricted Subsidiarypurposes of this clause (e), as each of the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: following shall be deemed to be cash: (iA) any liabilities (as reflected in shown on the U.S. Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the U.S. Borrower or such Restricted Subsidiary a Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the U.S. Borrower and all of its Restricted the Subsidiaries shall have been validly released by all applicable creditors in writing, , (iiB) any securities, notes or other similar obligations securities received by the U.S. Borrower or such Restricted any Subsidiary from such transferee that are converted by the U.S. Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent so convertedof the cash received) within 180 days following the closing of such Asset Sale, and the applicable Disposition and (iiiC) any Designated Noncash Non-Cash Consideration received by the U.S. Borrower or any Restricted such Subsidiary in from such Asset Sale transferee having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause subclause (iiiC) that is at that time outstanding, not to exceed in excess of the greater of $75,000,000 and 3.0(x) 2% of Total Assets at (measured as of the time of the receipt of such Designated Noncash Non-Cash Consideration) and (y) $25,000,000, with the Fair Market Value fair market value of each item of Designated Noncash 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 Cash Equivalents for purposes 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 assets Disposed of pursuant to this provision clause (f) shall not exceed 10.015.0% of Total Assets (measured at the time of each such Disposition) in the aggregate in any fiscal year of the Borrowers and for (iii) no other purposeDefault or Event of Default exists or would result therefrom.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 (calculated 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 an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 of:(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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) any liabilities Dispositions consisting of capital contributions permitted by Section 7.7(h); (as reflected in j) the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are Disposition by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all its Subsidiaries of its Restricted Subsidiaries other property having a fair market value not to exceed $10,000,000 in the aggregate for any fiscal year of the Borrower; and (k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have been validly released by all creditors in writing, occurred and be continuing or would result therefrom and (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee Disposition is made for fair market value. It is understood that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (this Section 7.5 does not apply to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower sale or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time issuance of the receipt Equity Interests of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Consummate an Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, unless: (i) no Default shall have occurred and be continuing and (ii1) the Borrower or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of, and of (iiias determined in good faith by the Borrower’s Board of Directors); (2) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of cash or cash, Cash EquivalentsEquivalents and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided that (a) the amount of: (i) of any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Loans, Obligations) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, assets, (iib) any securities, notes or other similar obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are are, within 180 days after the date of the Asset Sale, converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Equivalents, to the extent so convertedof the cash of Cash Equivalents received in that conversion and (c) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-cash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an connection with a joint venture with a Strategic Investor, provided that the aggregate Fair Market Value, taken together with all other amount of Designated Noncash Non-cash Consideration received issued pursuant to this clause (iii2(c) that is at that time outstanding, since the Closing Date shall not to exceed the greater of $75,000,000 25,000,000 and 3.02.0% of the Total Assets of the Borrower at the time of the receipt of such Designated Noncash Non-cash Consideration, with the Fair Market Value fair market value of each item of Designated Noncash Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, each shall be deemed to be cash for the purposes of this provision; (3) upon the consummation of an Asset Sale, the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Equivalents Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (a) to (i) permanently reduce Commitments pursuant to Section 2.6 or (ii) prepay, acquire or otherwise retire any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; provided that if the Borrower prepays any Indebtedness of a Restricted Subsidiary that is not a Guarantor pursuant to clause (ii) of this clause (a), the Borrower shall equally and ratably reduce the Commitments by making an offer to all Lenders to reduce their Commitments pursuant to procedures reasonably satisfactory to the Administrative Agent (and upon any reduction of Commitments contemplated hereby, comply with Section 2.8); (b) to make an investment or capital expenditure in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the business of the Borrower and its Restricted Subsidiaries as existing on the Closing Date or in businesses reasonably related thereto (“Replacement Assets”); and/or (c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b); and (4) if such Asset Sale involves the disposition of Collateral, the Borrower or such Subsidiary has complied with the provisions of this Agreement and the other Loan Documents. It is understood and agreed that Net Cash Proceeds “applied” to reduce Commitments pursuant to this Section 7.5 shall be deemed applied to the extent of such Commitments so reduced, and to the extent Section 2.8 requires a prepayments and Cash Collateralization in an aggregate amount less than such reduction, such Net Cash Proceeds may be used for any other purpose not prohibited by the Loan Documents. Pending the final application of such Net Cash Proceeds, the Borrower may temporarily reduce borrowings under this Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner that is not prohibited by the Loan Documents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (provided that if prior to such 366th day the Borrower or a Restricted Subsidiary enters into a binding agreement committing it to apply such Net Cash Proceeds in accordance with the requirements of clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph after such day, such 365-day period will be extended with respect to the amount of Net Cash Proceeds so committed for a period not to exceed 180 days) (each a “Net Proceeds Offer Amount”) shall be applied by the Borrower or such Restricted Subsidiary to (x) if the Net Cash Proceeds Trigger has not been met as of such date (the “Application Date”), first, prepay Swingline Loans, second, prepay Revolving Loans and third Cash Collateralize L/C Exposure, in each case on such date (in such order of priority until all such Net Cash Proceeds have been applied) and (y) if the Net Cash Proceeds Trigger has been met as of the Application Date, make an offer to reduce (the “Net Proceeds Offer”) to all Lenders, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the Commitments of all Lenders on a pro rata basis, pursuant to procedures reasonably satisfactory to the Administrative Agent, in an amount equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 7.5. The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 7.4, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this provision Section 7.5, and shall comply with the provisions of this Section 7.5 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Borrower or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for no other purposepurposes of this Section 7.5.

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, except: (a) the Disposition of unnecessary, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b); (d) [RESERVED]; (e) any Permitted Receivables Financing; (f) Dispositions listed and will not permit described on Schedule 7.5 attached hereto; (g) any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time Disposition of such transaction and after giving effect thereto and to the use of proceeds thereof, assets (i) no Default shall have occurred and be continuing and from one Foreign Subsidiary to a Foreign Subsidiary, (ii) the Borrower from one Loan Party to another Loan Party or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) from a Subsidiary to a Loan Party; (h) the Disposition of other property not described in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale clauses (xa)—(g) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and above or (yi)-(o) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, below for fair market value as long as (i) at least 75% of the consideration therefor received by consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of $25,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $50,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Borrower or such Restricted Subsidiary, as determined on the case may be, is Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the form business of cash or Cash Equivalentsthe Borrower and its Subsidiaries after the Closing Date; provided provided, that neither the amount of: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 30% of the Consolidated Total Assets of the Borrower as determined on the Closing Date; (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by Borrower or a Subsidiary of the transferee Borrower; (j) the Borrower or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any such assets and for which Foreign Subsidiary or Joint Venture formed or organized under the Borrower and all laws of its Restricted Subsidiaries have been validly released by all creditors in writing, (i) the People’s Republic of China or (ii) any securitiesstate, notes province, district or other similar obligations received 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; (n) the sale by the Borrower or such Restricted Subsidiary from such transferee that are converted by and its Subsidiaries (i) of instruments in the People’s Republic of China and (ii) bills of exchange of the Borrower or such Restricted Subsidiary into cash or and its Subsidiaries in Europe; (o) sales of Cash Equivalents in the ordinary course of business; (p) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary to the extent so converted) within 180 days following necessary to pledge up to 65% of the closing voting capital stock of such Asset SaleSubsidiary under the laws of the Czech Republic pursuant to the Security Documents; (q) the Disposition of the ▇▇▇▇ County Facility from TAOC to the ▇▇▇▇ County Industrial Building Authority, in connection with the ▇▇▇▇ County Facility IDB Transaction; and (iiir) any Designated Noncash Consideration received by the Borrower or any Restricted 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 such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant each case to this clause (iii) a Foreign Subsidiary that is at that time outstandinga European holding company. Simultaneously with any transfer described in Section 7.5(i), not (j) or (r) of this Agreement, the Lenders authorize the Administrative Agent to exceed release the greater of $75,000,000 Lien on and 3.0% of Total Assets at security interest created by the time Loan Documents in the Capital Stock of the receipt of Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Borrower to effect such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposerelease.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iiic) that is at that time outstanding, not to exceed an amount equal to the greater of $75,000,000 and 100 million or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose; provided, further, the Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate a Match Disposition or a Search Disposition.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary's Capital Stock to any Person, except: (a) the use Disposition of proceeds thereof, obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by clauses (i) no Default shall have occurred and be continuing and (ii) of Section 7A.4(c); (d) the Borrower sale or such Restricted Subsidiary, as the case may be, receives consideration at least equal other Disposition of assets pursuant to the Fair Market Value Ford Transactions; (e) the sale or issuance of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior any Subsidiary's Capital Stock to the Term B-1 Loan Repayment Date, Company or any Subsidiary Guarantor; (f) the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received sale by the Borrower Company or such Restricted Subsidiaryits Subsidiaries to Halla Climate Control Corporation of their ownership interests in Halla Climate Control (Dalian) Co. Ltd., as the case may beHalla Climate Control (Portugal) Ar Condicionado, is in the form of cash or Cash EquivalentsLDA, Halla Climate Control (Thailand) Company Limited, Halla Climate Control Canada Inc. and Visteon Automotive Systems India Private Limited; (g) Permitted Restructuring Transactions; provided that the amount of:aggregate consideration for all such Permitted Restructuring Transactions (other than the planned Permitted Restructuring Transaction disclosed to the Banks prior to the Original Effective Date) shall not exceed $100,000,000 after the Original Effective Date; (h) the Disposition of other property not otherwise expressly permitted by this Section having a fair market value not to exceed, together with the fair market value of any other Dispositions made concurrently with or prior to such Disposition, 10% of Consolidated Net Tangible Assets in the aggregate as of the last day of the then most recent fiscal year for which financial statements have been delivered; provided that any Dispositions of Core Assets shall not exceed $200,000,000 in the aggregate; (i) the sale of Receivables, any liabilities Related Security and the Other Securitization Assets pursuant to Permitted Receivables Financings; (as reflected in the Borrower’s j) any sale or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent disposition of assets pursuant to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, Outsourcing Initiative; and (iiik) any Designated Noncash Consideration received by Dispositions of the Borrower or any Restricted assets of the Liquidation Subsidiary in connection with the liquidation or dissolution of such Asset Sale having an aggregate Fair Market Value, taken together Liquidation Subsidiary or in connection with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time any proceeding of the receipt type described in Section 8.2 so long as the net cash proceeds of such Designated Noncash Consideration, with the Fair Market Value Disposition are used to pay liabilities of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposesuch Liquidation Subsidiary.

Disposition of Property. The SECTION 9.12 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: "A. Except as permitted by SECTION 9.4, the Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate except for the following which are permitted if and to the extent that the Agent receives any and all prepayments (if any) required from the proceeds thereof in accordance with SECTION 2.7(A); (a) the Asset Dispositions specified in SCHEDULE 9.12 hereto as agreed to among the Borrower and the Agent (with the consent of the Required Lenders as evidenced by their execution 23 of the Second Amendment) in connection with the Second Amendment, PROVIDED, HOWEVER, that, without the prior written consent of the Required Lenders, (i) each of the Asset Dispositions specified in SCHEDULE 9.12 shall be for fair consideration paid or payable to the transferor as determined by the transferor in good faith, (ii) except as permitted by SECTION 9.12A(B) succeeding, none of the Asset Dispositions specified in SCHEDULE 9.12 may include Asset Dispositions by the Borrower or any of its Subsidiaries to a Subsidiary of the Borrower, and (iii) none of the Asset Dispositions specified in SCHEDULE 9.12 may include a lease of Property; (b) Asset Dispositions by the Borrower or its Subsidiaries to the Borrower or any Wholly-Owned Subsidiary or Majority- Owned Subsidiary of the Borrower other than an Excluded Subsidiary if no Default exists at the time of or will result from such Asset Disposition; PROVIDED, HOWEVER, that Asset Dispositions permitted in accordance with this CLAUSE (B) shall not (i) include any Asset Disposition of a hospital or other health care facility unless such Asset Disposition is approved by the Required Lenders and (ii) shall not include any related personal Property consisting of equipment or inventory unless such Asset Disposition of equipment or inventory (A) is approved by the Required Lenders, (B) (1) in the case of inventory, is owned by ▇▇▇▇▇▇▇▇▇▇ PHC Regional Hospital, Inc. and, in the case of equipment, is owned by ▇▇▇▇▇▇▇▇▇▇ PHC Regional Hospital, Inc. as of the Second Amendment Date or (2) is transferred to ▇▇▇▇▇▇▇▇▇▇ PHC Regional Hospital, Inc. and, concurrently with such transfer under this CLAUSE (2), is subject to a perfected Lien in favor of the Agent as security for the Obligations, or (C) when combined with all other Asset Dispositions of equipment or inventory which have occurred under this CLAUSE (C) subsequent to June 30, 1997, does not involve Property having an aggregate book value in excess of $10,000,000; (c) the sale of accounts receivable under the PHC Funding Sale Documents in an amount sufficient to derive Net Proceeds of no more than $65,000,000; (d) dispositions of Property, other than dispositions of a hospital or other health care facility, no longer used or useful in the ordinary course of business; and (e) subject to the proviso contained in this CLAUSE (E) below, sales, leases, assignments, transfers or other dispositions otherwise expressly permitted under this Agreement (including, without limitation, any transfer of the Capital Stock or Property of an Excluded Subsidiary permitted under SECTION 9.3 and any grant of a Lien which constitutes a Permitted Lien permitted in accordance with this Agreement), PROVIDED, HOWEVER, that sales, leases, assignments, transfers or other dispositions of a hospital or other health care facility or any related personal Property consisting of equipment or inventory shall be excluded for purposes of this CLAUSE (E) preceding unless such hospital or other health care facility or personal Property is owned by an Excluded 24 Subsidiary; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary contained in this Agreement, (i) no Asset Disposition may be made by the Borrower or any of its Subsidiaries (other than Excluded Subsidiaries) pursuant to CLAUSE (A) preceding if an Event of Default exists at the time of such transaction and after giving effect thereto and to the use of proceeds thereofAsset Disposition or would result therefrom, (i) no Default shall have occurred and be continuing and (ii) unless otherwise agreed by the Borrower Required Lenders, none of the hospitals (including real Property and related personal Property) or any Capital Stock of the entities owning such Restricted Subsidiary, as the case may be, receives consideration at least equal hospitals or related Property identified on SCHEDULE 1 to the Fair Market Value of agreement dated the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which Second Amendment Date between the Borrower and all the Agent may be sold (A) for other than cash, the assumption of its Restricted Subsidiaries have been validly released indebtedness by all creditors in writing, the purchaser or notes payable by the purchaser to the seller without the prior written consent of the Required Lenders, provided that any such notes payable by the purchaser to the seller must be pledged to the Agent as security for the Obligations unless the Required Lenders otherwise agree, or (iiB) any securitiesfor less than the amounts of cash (exclusive of the assumption of indebtedness, notes or payable and other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into non-cash or Cash Equivalents (to the extent so convertedconsideration) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary specified therefor in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSCHEDULE 1.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectlyor, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect any Subsidiary Borrower, issue or sell any shares of such Subsidiary Borrower's Capital Stock to such Asset Sale any Person, except: (xa) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is Disposition in the form ordinary course of cash business of obsolete or Cash Equivalentsworn out property with an aggregate book value or fair market value, whichever is less, not in excess of $500,000 in any fiscal year; (b) the sale, lease or other disposition of inventory in the ordinary course of business; (c) Dispositions to any other Borrower (upon voluntary liquidation or otherwise); provided that any Disposition of Collateral included therein shall be made subject to the Liens of the Collateral Agent thereon and, prior to any such Disposition, the applicable Borrowers shall have taken all action required by the Collateral Agent to create, perfect and protect such Liens and the priority thereof; (d) the sale or issuance of any Restricted Subsidiary's Capital Stock to any Borrower; (e) the Disposition of Non-Operating Assets for fair market value (measured in the case of Dispositions of Non-Operating Assets for consideration in excess of $5,000,000 based on the appraised value of such Non-Operating Assets) cash consideration not to exceed in the aggregate for any fiscal year of ASC, $4,000,000; provided that in any fiscal year of ASC, the amount ofin this clause (e) may be increased by the Additional Non-Operating Asset Sale Amount for such fiscal year if: (i) any liabilities (as reflected in LTM EBITDA for the Borrower’s or period ending on the last day of the third fiscal quarter of the preceding fiscal year was not less than the LTM EBITDA required for such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent period pursuant to Section 7.1(a) without giving effect to the date addition of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed any Non-Operating Asset Sale Proceeds permitted by the transferee of any proviso to such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,Section, and (ii) an amount equal to at least 50% (or, if at the time of any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received Disposition pursuant to this clause (iiie) that is at that time outstandingthe aggregate amount of cash proceeds of Dispositions of Non-Operating Assets by the Borrowers since the Closing Date exceeds $45,000,000, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time 75%) of the receipt excess, if any, of (x) the aggregate amount of Non-Operating Asset Sale Proceeds received by the Borrowers in any fiscal year of ASC from Dispositions pursuant to this clause (e) over (y) $4,000,000 is applied in accordance with Section 2.9(b) (and such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall amount will be deemed to be cash or constitute Net Cash Equivalents Proceeds of a Material Asset Sale for purposes of this provision Section 2.9(b)); (f) the license of intellectual property in the ordinary course of business; (g) dispositions of Capital Stock of Grand Summit Resort Properties, Inc. and Community Water Company; (h) Leases that have a lease term of three years or less (or no more than five years with a five-year renewal term in the case of subclause (i) below) that are (i) retail space leases to third-party retailers, (ii) other leases covering spaces of 10,000 square feet or less, or (iii) ground leases of real property other than (x) Skiable Terrain, (y) improved real property (except in the case of a replacement or renewal of any lease on such property existing as of the Closing Date) or (z) any other property necessary for no other purposethe operation of any Ski Resort Properties in the ordinary course of business; (i) Dispositions of Non-Operating Assets consisting of capital contributions permitted by Section 7.8(j); (j) transfers to Wolf Mountain Resorts, LC ("Wolf") of (i) 100 hotel/lodging unit undeveloped lots in Red Pine Village at The Canyons, together with associated water rights and utilities, in accordance with Section 12 of the Second Amendment to Ground Lease between ASC Utah and Wolf and (ii) ASC Utah's interest in the land underlying the Willow Draw subdivision, consisting of 35 undeveloped residential lots, in accordance with Section 9 of the Second Amendment to Ground Lease between ASC Utah and Wolf, together with associated water rights and utilities; and (k) modifications of the "Premises" under the Ground Lease between Wolf and ASC Utah to facilitate property re-alignment and base area development at The Canyons, on terms disclosed to and approved by the Administrative Agent.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit 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 obsolete or worn out property, of property no longer used or useful in the conduct of the Borrower and the Restricted Subsidiaries or surplus property (including abandonment or lapse of obsolete or surplus Intellectual Property), in each case in the ordinary course of business; (b) the Disposition of Cash Equivalents and sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(a), clause (i) of Section 7.4(b) and 7.4(c); (d) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary to, directly Guarantor or indirectly, consummate any Asset Sale unless otherwise to its equityholders; Table of Contents (e) the Disposition for market value of other property in the aggregate having a book value not exceeding 20% of the consolidated assets of the Borrower and the Restricted Subsidiaries in the aggregate from and after the Closing Date (with consolidated assets being determined at the time of any such transaction and after giving effect thereto and Disposition by reference to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal most recent consolidated financial statements delivered pursuant to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other Section 6.1); provided that not less than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the total consideration therefor received for any such Disposition shall be paid to the Borrower in cash or within 180 days after the consummation of such Disposition is reasonably expected to and shall be converted into cash; and provided, further, that any liabilities that, if not assumed by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent transferee with respect to the date of such balance sheetapplicable Disposition, such liabilities that would have been shown on deducted in calculating the Borrower’s or Net Cash Proceeds from such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, Disposition but that are assumed by the transferee of any such assets with respect to the applicable Disposition and for which the Borrower and all of its Restricted the Subsidiaries shall have been validly released by all applicable creditors in writing,, shall be treated as cash consideration; (iif) any securities, notes or other similar obligations received by Holdings and the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Subsidiaries may transfer assets to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Subsidiary Guarantor; (g) the Borrower and the Restricted Subsidiary Subsidiaries shall be permitted to make Permitted Dispositions; (h) the Borrower and the Restricted Subsidiaries shall be permitted to sell or otherwise dispose of property and other assets pursuant to Sale and Lease-Back Transactions permitted by Section 7.11; (i) condemnations and casualty events, so long as the Net Cash Proceeds of such Recovery Event are applied in accordance with Section 2.11(b); (j) like-kind exchanges of existing assets for similar replacement assets, so long as the receipt of the replacement assets in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets exchange occurs at the time of or within twenty Business Days following the receipt transfer thereof and not less than fair market value is received for the existing asset in such exchange; and (k) sales, transfers, leases and other 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. Notwithstanding the foregoing, the Disposition of any Capital Stock of a Restricted Subsidiary (other than as permitted by clause (d) above) shall not be permitted unless all the Capital Stock of such Designated Noncash ConsiderationRestricted Subsidiary is Disposed of pursuant to such Disposition and any other Investments in such Restricted Subsidiary, or any of its Subsidiaries, are also Disposed of or otherwise repaid in connection with the Fair Market Value such Disposition, or are treated as Investments under, and permitted by, clause (v) of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeSection 7.8.

Disposition of Property. The Borrower will notDispose of any of its property, and will not permit whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary toSubsidiary, directly issue or indirectly, consummate sell any Asset Sale unless at the time shares of such transaction and after giving effect thereto and Subsidiary’s Capital Stock to any Person, except: (a) the use Disposition of proceeds thereofobsolete, worn out, surplus, unnecessary or unused property in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) no Default shall have occurred and be continuing of Section 6.3(b); (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or to a Wholly Owned Subsidiary of the Borrower; (e) the Disposition (i) of the Capital Stock of Westar Industries and (ii) by Westar Industries of its property; (f) the Disposition of accounts receivable, including any Disposition of insured receivables to the relevant insurer, as contemplated by the terms of the instruments governing the Accounts Receivable Financing and of accounts receivable, contracts and/or other property, 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 Restricted Subsidiaryproperty, assets or rights, any reserve account established in connection therewith and the proceeds of any of the foregoing to third parties on arm’s length terms and conditions; (g) the Disposition of property set forth on Schedule 6.4(g); (h) the Disposition not otherwise permitted by this Section 6.4 (the “Applicable Disposition”) of 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 of 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, (B) Westar Resources (Bermuda), Ltd. and its Subsidiaries and (C) the Borrower’s interest in Guardian International, Inc.) as reflected on the case may be, receives consideration at least equal financial statements of the Borrower delivered pursuant to Section 4.1(b) and (ii) any additions to the Fair Market Value property, plant and equipment of the assets sold Borrower and its consolidated Subsidiaries made after the Closing Date but on or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% date of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsApplicable Disposition; provided that the amount of: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) any liabilities Dispositions pursuant to Requirements of Law; and (as reflected j) the Disposition of rail cars or other rolling stock, pollution control equipment or other environmental-related property or assets in the Borrower’s connection with a sale-leaseback or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities other transaction that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of permits the Borrower or its Subsidiaries the continued right to use such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such property or assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeleast ten years.

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.4; (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will not, and will not permit or any Restricted Wholly Owned Subsidiary to, Guarantor; (e) the Disposition (directly or indirectly, consummate indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of operating assets by the Borrower or any Asset Sale unless at the time of such transaction and after giving effect thereto and its Subsidiaries (including any Exchange to the use extent not otherwise permitted by Section 7.5(f), it being understood that if the entire amount of proceeds thereofan Exchange is not permitted by Section 7.5(f) any portion not so permitted may be allocated to any unused availability in respect of Dispositions pursuant to this Section 7.5(e), subject to compliance with the requirements of clauses (i) through (v) below), provided that (i) on the date of such Disposition (the "Disposition Date"), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and 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 one-year period ending on such Disposition Date (or, if shorter, the period from the Stage One Closing Date to such Disposition Date), shall not exceed an amount equal to 15% 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 five-year period ending on such Disposition Date (or, if shorter, the period from the Stage One Closing Date to such Disposition Date), shall not exceed an amount equal to 25% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(b); (f) any Exchange by the Borrower and its Subsidiaries; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) Exchange (the "Exchange Date"), no Default or Event of the Borrower Default shall have occurred and be continuing or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, would result therefrom; (ii) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Annualized Asset Cash Equivalents (Flow Amount attributable to the extent so converted) within 180 days following assets being Exchanged, when added to the closing of such Annualized Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with Cash Flow Amount attributable to all other Designated Noncash Consideration received assets previously Exchanged pursuant to this clause Section 7.5(f) during the one-year period ending on such Exchange Date (iii) that is at that time outstandingor, not to exceed if shorter, the greater of $75,000,000 and 3.0% of Total Assets at period from the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.Stage One

Disposition of Property. The Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out property in the ordinary course of business; (b) the sale of inventory in the ordinary course of business; (c) Dispositions expressly permitted by Section 7.4; (d) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower will not, and will not permit or any Restricted Wholly Owned Subsidiary to, Guarantor; (e) the Disposition (directly or indirectlyindirectly 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this Section 7.5(e)), consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, provided that (i) on the date of such Disposition (the “Disposition Date”), no Default or Event of Default shall have occurred and be continuing and or would result therefrom; (ii) in any fiscal year, the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal Annualized Asset Cash Flow Amount attributable to the Fair Market Value of the assets sold or otherwise being disposed of, and when added to the Annualized Asset Cash Flow Amount attributable to all other assets previously disposed of pursuant to this Section 7.5(e) in such fiscal year, shall not exceed an amount equal to 20% of Annualized Operating Cash Flow for the last fiscal quarter of the immediately preceding fiscal year; (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 First Restatement Effective Date to such Disposition Date, shall not exceed an amount equal to 40% of Annualized Pro Forma Operating Cash Flow determined as of such Disposition Date; (iv) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or cash; and (v) the Net Cash EquivalentsProceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(a); (f) any Exchange by the Borrower and its Subsidiaries; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheetExchange, 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 Borrower or assets received in connection with such Restricted Subsidiary other than liabilities that are Exchange (such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by their terms subordinated in right clauses (ii) and (iii) of payment Section 7.5(e); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the Loans, that are assumed extent required by the transferee of any such assets and for which Section 2.9(a); (g) Dispositions by the Borrower and all its Subsidiaries of its Restricted Subsidiaries property acquired after the First Restatement Effective Date (other than property acquired in connection with Exchanges of property owned on the First Restatement Effective Date), so long as (1) no Default or Event of Default shall have been validly released by all creditors in writing,occurred and be continuing or would result therefrom, (2) a definitive agreement to consummate such Disposition is executed no later than twelve months after the date on which relevant property is acquired and (3) such Disposition is consummated within eighteen months after the date on which the relevant property is acquired; and (iih) any securities, notes or other similar obligations received the Disposition 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 so converted) within 180 days following the closing and its Subsidiaries of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale other property having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, a fair market value not to exceed $5,000,000 in the greater of $75,000,000 and 3.0% of Total Assets at the time aggregate for any fiscal year of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeBorrower.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, thereof (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed an amount equal to the greater of $75,000,000 and 100,000,000 or 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose; provided, further, the Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate a Search Disposition.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at Sale; provided that (a) the time Borrower and its Restricted Subsidiaries may consummate Asset Sales involving assets with an aggregate Fair Market Value, net of the aggregate of amounts paid by the Borrower and its Restricted Subsidiaries as purchase price for Asset Acquisitions or to acquire, construct or develop fixed assets or Intellectual Property useful in their business, not to exceed (x) in any fiscal year of the Borrower, 15.00% of Total Assets or (y) in the aggregate, 35.00% of Total Assets, in each case, determined as of the date of such transaction Asset Sale, and (b) after giving effect thereto and to so long as (a) at the time of and immediately after giving effect to such Asset Sale and the use of proceeds thereof, (i) the Borrower shall be in compliance on a Pro Forma Basis with Section 6.10 and (ii) no Event of Default shall have occurred and be continuing and and, (iiiib) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiiiiic) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, further, that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets 25,000,000 at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The A. Except as permitted by Section 9.4, the Borrower will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly sell, lease, assign, transfer or indirectlyotherwise dispose of any of its Property, consummate any except: (a) sales of assets of the closed Bellwood Health Center, the closed Palmdale Community Hospital, IV Care, Inc. and IV Care, L.P., Heartland Hospital owned by DHHS, and Physicians and Surgeons Hospital in Midland, Texas; (b) other Asset Sale unless at Dispositions by the time Borrower and its Subsidiaries to Persons other than the Borrower or its Wholly-Owned Subsidiaries or its Majority-Owned Subsidiaries (other than Excluded Subsidiaries) if each of such transaction and after giving effect thereto and to the use of proceeds thereof, following conditions have been satisfied: (i) no Default shall have occurred the aggregate fair market value of the assets sold, disposed of or otherwise transferred by the Borrower and be continuing its Subsidiaries in any twelve-month period does not exceed ten percent (10%) of the fair market value of the Consolidated Tangible Assets of the Borrower and (iiits Subsidiaries,(ii) the consideration received by the Borrower or such Restricted Subsidiary, as the case may be, receives consideration its Subsidiaries is at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed ofsuch assets, and (iii) in no Default exists at the case time of an Asset Sale other than an Asset Swap if after giving pro forma effect to or will result from such Asset Sale Disposition; (xc) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received Asset Dispositions by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent and its Subsidiaries to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Wholly-Owned Subsidiary in such Asset Sale having or Majority-Owned Subsidiary of the Borrower other than an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets Excluded Subsidiary if no Default exists at the time of or will result from such Asset Disposition; (d) the receipt sale of accounts receivable under the PHC Funding Sale Documents in an amount sufficient to derive Net Proceeds of no more than $100,000,000; (e) asset swaps as long as no more than twenty percent (20%) of the total consideration paid is in cash; (f) dispositions of Property no longer used or useful in the ordinary course of business; and (g) transfers otherwise permitted under this Agreement. B. In connection with an authorized Asset Disposition under this Section 9.12, Agent hereby agrees to release such Designated Noncash ConsiderationCollateral and, with where applicable, a Subsidiary Guarantor, as is required to effectuate the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeauthorized Asset Disposition.

Disposition of Property. The Borrower will notMake any Disposition of its Property, and will not permit any Restricted Subsidiary towhether now owned or hereafter acquired, directly or indirectly(a) if, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to thereto, the use aggregate book value or fair market value (whichever is greater) of proceeds thereof, all Dispositions made since the Closing Date would exceed $60,000,000 or (b) that is otherwise prohibited by clause (a) hereof unless (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 7585% of the consideration therefor proceeds from such Disposition are received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsCash; provided however, that the amount of: of (iA) any liabilities Indebtedness (as reflected in the shown on Borrower’s 's or such Restricted Subsidiary’s Subsidiaries' most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or any such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets asset in connection with any Disposition and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (iiB) any securities, notes or other similar deferred payment obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted such Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) as proceeds of a Disposition that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, are concurrently with the Fair Market Value Disposition converted into Cash without recourse to Borrower or any of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in valueits Subsidiaries, shall be deemed to be cash or Cash Equivalents for purposes of this provision provision, (ii) Borrower or such Subsidiary receives consideration at the time of such Disposition at least equal to the fair market value of the shares or assets sold (as determined by the Board of Directors of Borrower and for no other purposeevidenced by a board resolution) and (iii) the Net Cash Proceeds received by Borrower or such Subsidiary from such Disposition are applied as follows: (y) Borrower may, within 12 months of such Disposition, invest such Net Cash Proceeds in properties and assets that (as determined by the Board of Directors) replace the properties and assets that were the subject of the Disposition or in properties and assets that will be used in the business of Borrower or its Subsidiaries existing on the date of this Agreement or in a business reasonably related thereto and (z) the amount of such Net Cash Proceeds not invested as set forth in clause (y) above shall on or prior to the first anniversary of such Disposition be applied by Borrower to the prepayment, on a pro rata basis with the prepayment of the Notes and the permanent reduction of the Commitment under the Amended Revolver on or prior to the Banking Day following the date such Net Cash Proceeds are not so invested, at a price equal to 100% of the principal amount thereof, plus accrued interest thereon to the date of prepayment.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 4.00 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 25,000,000 and 3.02.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Disposition of Property. The Dispose of any of its property, whether ----------------------- now owned or hereafter acquired, or, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete or worn out isolated items of equipment in the ordinary course of business or isolated items of equipment which has been replaced with equipment of equal or greater value in which the Administrative Agent has a perfected first priority security interest; (b) the sale of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b); (d) the sale or issuance of any Subsidiary's Equity Interests to the Borrower will notor any Subsidiary Guarantor (other than to either of the Existing Joint Ventures); (e) the Dispositions to LifePoint Parent and LifePoint pursuant to the Spinoff, provided LifePoint Parent becomes the "Borrower" hereunder pursuant to an Assumption Agreement at the time such Disposition is made to LifePoint Parent and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless provided LifePoint becomes the "Borrower" hereunder pursuant to an Assumption Agreement at the time of such transaction Disposition is made to LifePoint; (f) on or before 12 months following the Closing Date, the Asset Sales of the Three Sale Hospitals; provided, that the Borrower and after giving effect thereto and to the use Subsidiary Guarantors receive not less than the fair market value of proceeds thereof, (i) no Default shall have occurred and be continuing each of such Three Sale Hospitals and (ii) notwithstanding the Borrower terms of Section 2.9, no mandatory prepayment under Section 2.9(b) shall be required as a result of such Asset Sales unless a Default then exists or such Restricted Subsidiarycould reasonably be expected to result therefrom; (g) provided no Default then exists or could be expected to result therefrom, as to LifePoint and its Subsidiaries, the case may beDisposition of other property having a fair market value not to exceed $1,000,000 in the aggregate for any of their fiscal years; (h) the issuance by LifePoint Parent of its publicly traded common Equity Interests, receives consideration at least equal provided the mandatory prepayment required by Section 2.9 relating thereto is made to the Fair Market Value of the assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsAdministrative Agent; provided that the amount of:and (i) the issuance by LifePoint Parent of no greater than 9% of its common stock in connection with the ESOP (and the Disposition by LifePoint Parent, LifePoint, and LifePoint II to any liabilities (as reflected Loan Party of their interests in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) promissory note of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated ESOP in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purposeconnection therewith).

Disposition of Property. The Borrower will notDispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person, except: (a) the Disposition of obsolete, surplus or worn out property in the ordinary course of business; (b) Dispositions of cash and Cash Equivalents, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless at the time sale of such transaction and after giving effect thereto and to inventory in the use ordinary course of proceeds thereof, business; (c) Dispositions expressly permitted by Section 7.4; (d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any 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 direct parent of such 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) no DHC Default shall have occurred and be continuing or would result therefrom; (f) 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 all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect of Dispositions pursuant to this 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; (ii) the Borrower or all such Restricted Subsidiary, as the case may be, receives consideration at least Dispositions pursuant to this clause (f) shall not exceed an amount equal to the Fair Market Value 25% of Total Assets as of the assets sold or otherwise disposed of, and last day of the Test Period then most recently ended; (iii) except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00any Exchange, at least 75% of the consideration therefor received by the Borrower or proceeds of such Restricted Subsidiary, as the case may be, is Disposition shall be in the form of cash or Cash Equivalents; provided that (provided, however, that, for the amount of: purposes of this clause (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretof), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-Cash Consideration received by the Borrower or any Restricted Subsidiary of its Subsidiaries in such Asset Sale any Disposition pursuant to this clause (f) having an aggregate Fair Market Valuefair market value, taken together with all other Designated Noncash Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (iiif) that is at that time outstanding, not to exceed the greater of $75,000,000 500,000,000 and 3.03.00% of Total Assets at the time of the receipt of such Designated Noncash Consideration, (with the Fair Market Value fair market value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall ) will be deemed to be cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section 2.9(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 such Exchange Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(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 -83- of property owned on the Original Restatement Effective Date), so long as (i) no Default or Cash Equivalents 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 purposes 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 provision 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) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) such Disposition is made for no other purposefair market value. It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the Borrower.

Disposition of Property. The So long as the Loans are outstanding, the Term B Loan Borrower will notnot consummate any Asset Sale. So long as the Loans are outstanding, and the Term B Loan Borrower will not cause or permit any Restricted Subsidiary toto consummate an Asset Sale, directly unless: (1) no Default or indirectly, consummate any Asset Sale unless Event of Default shall have occurred and shall be continuing at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, Asset Sale; (i2) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of, and of (iiias determined in good faith by the disinterested members of Target’s Board of Directors); (3) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is Subsidiary from such Asset Sale shall be in the form of cash or cash, Cash EquivalentsEquivalents and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided that both (a) the amount of: (i) of any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Loans, Obligations) that are assumed by the transferee of any such assets assets, and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (iib) any securities, notes or other similar obligations received by the Borrower or such Restricted Subsidiary from such transferee that are are, within 180 days after the date of the Asset Sale, converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Equivalents, to the extent so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets at the time of the receipt cash of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time Cash Equivalents received and without giving effect to subsequent changes in valuethat conversion, shall be deemed to be cash or Cash Equivalents for the purposes of this provision provision; (4) upon the consummation of such Asset Sale, the Term A Loan Borrower or the Term B Loan Borrower, as applicable, shall cause such Restricted Subsidiary to apply all Net Cash Proceeds relating to such Asset Sale within 180 days of receipt thereof as follows: (a) to prepay the Loans, permanently reduce the Term A Loan Commitments or the Term B Loan Commitments, as applicable, thereby; (b) to make an investment or capital expenditure in replacement properties and for no assets of a like kind as the properties and assets disposed of in such Asset Sale, or other purposeproductive assets of a kind then used or usable in the business of the Restricted Subsidiary (“Replacement Assets”), provided that such Replacement Assets shall not include the Capital Stock of any Person; and/or (c) a combination of prepayment and investment permitted by the foregoing clauses (4)(a) and (4)(b); (5) upon the consummation of such Asset Sale, and immediately after every receipt of Net Cash Proceeds relating to such Asset Sale, the Term A Loan Borrower or the Term B Loan Borrower, as applicable, shall deliver a certificate of its Chief Financial Officer to the Administrative Agent (a) stating that such Asset Sale complies with the with this Section 6.9 in every respect, (b) setting forth the aggregate fair market value of all property, rights, interests or other assets (including Capital Stock of a Restricted Subsidiary) disposed of such Asset Sale as well as in all other Asset Sales since the date of this Agreement, (c) setting forth such Borrower’s calculation of the total Net Cash Proceeds relating to such Asset Sale (to the extent not yet actually received, estimated in good faith), and (d) stating the portion of such Net Cash Proceeds to be applied pursuant to each of the foregoing clauses (4)(a) and (4)(b) and the time that such Net Cash Proceeds are expected to be so applied; (6) if such Asset Sale involves the disposition of Term A Loan Collateral or Term B Loan Collateral, such Subsidiary has complied with the provisions of this Agreement and the other Loan Documents; and (7) the aggregate fair market value of all property, rights, interests or other assets (including Capital Stock of a Restricted Subsidiary) disposed of in Asset Sales by the Restricted Subsidiaries during the period the Loans are outstanding shall not exceed $3,000,000 in total.

Disposition of Property. The Make any Disposition of its Property, whether now owned or hereafter acquired, except: (a) Dispositions of obsolete Property and Property with no material remaining useful life, or no longer used or useful in the business of Parent, Borrower will notor their Subsidiaries, (b) Dispositions of Cash, Cash Equivalents, Investments (other than Investments in a Subsidiary) and will inventory sold, transferred or otherwise disposed of to retail or wholesale customers in the ordinary course of business of Borrower, Parent or any of their collective Subsidiaries, (c) Dispositions of other personal property (not permit described in clause (b)) sold or otherwise disposed of where other personal property has been acquired with the proceeds of any Restricted such Disposition within 365 days after such Disposition, by the entity that made such Disposition, (d) Dispositions of Property (i) from Parent or any Subsidiary toto Borrower, directly or indirectly(ii) from Parent, consummate Borrower or a Domestic Subsidiary to a Domestic Subsidiary (that is party to the Guaranty and the Security Agreement and such 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 (iii) from Parent, Borrower or a Domestic Subsidiary to a Foreign Subsidiary so long as such Disposition constitutes an Investment permitted pursuant to Section 6.16(e), or (iv) from a Foreign Subsidiary to Borrower, a Domestic Subsidiary or Foreign Subsidiary, (e) Dispositions of any Asset Sale unless 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 shall have acquired other property (which may include After Acquired Real Estate) with the proceeds of such any Disposition within 365 days after such Disposition; provided that (i) at the time of any such transaction and after giving effect thereto and Disposition pursuant to the use of proceeds thereofclause (g) only, (i) no Default or Event of Default shall have occurred and be continuing exist or shall result from such Disposition and (ii) the Borrower sales price relating to a Disposition pursuant to clause (a), (b), (c), (e), (f) or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and (iiig) shall be paid in Cash except in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale clauses (xe) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (yf) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing permitted by Section 6.16(j). The proceeds of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this Disposition permitted under clause (iiie) that is at that time outstanding, not to exceed or (f) may be re-invested in the greater business of $75,000,000 and 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, a Party in accordance with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes terms of this provision and for no other purposeAgreement (including the acquisition of real estate).

Disposition of Property. The Borrower will not, and will not permit NCI, NCH or any Restricted Subsidiary of the Borrower to, directly or indirectlysell, consummate any Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereoflease, (i) no Default shall have occurred and be continuing and (ii) the Borrower or such Restricted Subsidiaryassign, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold transfer or otherwise disposed ofdispose of any of its Property, and except: (iiia) dispositions of Inventory (other than equipment) in the case ordinary course of an business; (b) Asset Sale Dispositions of Property, other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Dateaccounts and Receivables, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as reflected in the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary other than liabilities that are by their terms subordinated in right of payment to the Loans, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (ii) any securities, notes or other similar obligations 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 so converted) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Consideration received by the Borrower or any of its Restricted Subsidiaries made in the ordinary course of business if each of the following conditions have been satisfied: (i)(A) (1) the aggregate fair value of all such Asset Dispositions made at any time on or after June 28, 2000 shall not exceed $5,000,000 and (2) the Borrower or any such Restricted Subsidiary in receives fair consideration for such assets, or (B) with respect to Asset Dispositions of Resale Access Lines, (1) the aggregate fair value of all such Asset Sale having an Dispositions made at any time on or after June 28, 2000 shall not exceed $10,000,000 and (2) the Borrower or any such Restricted Subsidiary receives fair consideration for such Resale Access Lines, or (C) with respect to Asset Dispositions to ILECs made in connection with the execution of any agreement for Virtual Co-location, the aggregate Fair Market Valuefair value of all such Asset Dispositions made at any time on or after June 28, taken together with all other Designated Noncash Consideration received pursuant to this clause 2000 shall not exceed $1,000,000, and (iiiii) that is at that time outstanding, not to exceed the greater of $75,000,000 and 3.0% of Total Assets no Default exists at the time of or will result from such Asset Disposition; (c) Asset Dispositions of Property, other than equipment, accounts and Receivables, by the receipt Borrower or any of such Designated Noncash Considerationits Restricted Subsidiaries to any Wholly-Owned Subsidiary of the Borrower if each of the following conditions have been satisfied: (i) the assets sold, with disposed of or otherwise transferred to a Wholly-Owned Subsidiary of the Fair Market Value Borrower shall continue to be subject to a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of each item the Administrative Agent) in favor of Designated Noncash Consideration being measured the Agents, the Lenders and the Lender Counterparties, and (ii) no Default exists at the time received of or will result from such Asset Disposition; (d) dispositions of Property no longer used or useful in the ordinary course of business, including, without limitation, dispositions of equipment being exchanged or replaced with comparable or better equipment; and (e) leases in the ordinary course of business between or among the Borrower and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for purposes any of this provision and for no other purposeits Wholly-Owned Restricted Subsidiaries.

Disposition of Property. The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Consummate an Asset Sale unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, unless: (i) no Default shall have occurred and be continuing and (ii1) the Borrower or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets sold or otherwise disposed of, and of (iiias determined in good faith by the Borrower’s Board of Directors); (2) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect to such Asset Sale (x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor received by the Borrower or such the Restricted Subsidiary, as the case may be, is from such Asset Sale shall be in the form of cash or cash, Cash EquivalentsEquivalents and/or Replacement Assets (as defined below) and is received at the time of such disposition; provided that (a) the amount of: (i) of any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Loans, Obligations) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, assets, (iib) any securities, notes or other similar obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are are, within 180 days after the date of the Asset Sale, converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (Equivalents, to the extent so convertedof the cash of Cash Equivalents received in that conversion and (c) within 180 days following the closing of such Asset Sale, and (iii) any Designated Noncash Non-cash Consideration received by the Borrower or any Restricted Subsidiary in such Asset Sale having an connection with a joint venture with a Strategic Investor, provided that the aggregate Fair Market Value, taken together with all other amount of Designated Noncash Non-cash Consideration received issued pursuant to this clause (iii2(c) that is at that time outstanding, since the Closing Date shall not to exceed the greater of $75,000,000 25,000,000 and 3.02.0% of Total Assets of the Borrower at the time of the receipt of such Designated Noncash Non-cash Consideration, with the Fair Market Value fair market value of each item of Designated Noncash Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, each shall be deemed to be cash for the purposes of this provision; (3) upon the consummation of an Asset Sale, the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either: (a) (x)(i) to permanently reduce Commitments pursuant to Section 2.9 or (ii) prepay, acquire or otherwise retire any Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; provided that if the Borrower prepays any Indebtedness of a Restricted Subsidiary that is not a Guarantor pursuant to clause (ii) of this clause (a), the Borrower shall equally and ratably reduce the Commitments by making an offer to all Revolving Lenders to reduce their Commitments pursuant to procedures reasonably satisfactory to the Administrative Agent (and upon any reduction of Commitments contemplated hereby, comply with Section 2.11) or (y) to the extent all Commitments have been terminated, there are no outstanding Revolving Obligations and all Letters of Credit have been terminated (or Cash Equivalents Collateralized in an aggregate amount equal to 103% of the L/C Exposure), to prepay the Term Loan Obligations; (b) to make an investment or capital expenditure in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the business of the Borrower and its Restricted Subsidiaries as existing on the Closing Date or in businesses reasonably related thereto (“Replacement Assets”); (c) with respect to any assets or Capital Stock of OnCure and/or any of its Subsidiaries, to prepay, redeem or otherwise retire Indebtedness under the OnCure Notes; and/or (d) a combination of prepayment and investment permitted by the foregoing clauses (3)(a), (3)(b) and (3)(c); and (4) if such Asset Sale involves the disposition of Collateral, the Borrower or such Subsidiary has complied with the provisions of this Agreement and the other Loan Documents. It is understood and agreed that Net Cash Proceeds “applied” to reduce Commitments pursuant to this Section 7.5 shall be deemed applied to the extent of such Commitments so reduced, and to the extent Section 2.11 requires a prepayments and Cash Collateralization in an aggregate amount less than such reduction, such Net Cash Proceeds may be used for any other purpose not prohibited by the Loan Documents. Pending the final application of such Net Cash Proceeds, the Borrower may temporarily reduce borrowings under this Agreement or any other revolving credit facility or otherwise use the Net Cash Proceeds in any manner that is not prohibited by the Loan Documents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b), (3)(c) and (3)(d) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b), (3)(c) and (3)(d) of the preceding paragraph (provided that if prior to such 366th day the Borrower or a Restricted Subsidiary enters into a binding agreement committing it to apply such Net Cash Proceeds in accordance with the requirements of clauses (3)(a), (3)(b), (3)(c) and (3)(d) of the preceding paragraph after such day, such 365-day period will be extended with respect to the amount of Net Cash Proceeds so committed for a period not to exceed 180 days) (each a “Net Proceeds Offer Amount”) shall be applied by the Borrower or such Restricted Subsidiary to (x) if the Net Cash Proceeds Trigger has not been met as of such date (the “Application Date”), first, prepay Swingline Loans, second, prepay Revolving Loans and third Cash Collateralize L/C Exposure, in each case on such date (in such order of priority until all such Net Cash Proceeds have been applied) and (y) if the Net Cash Proceeds Trigger has been met as of the Application Date, make an offer to reduce (the “Net Proceeds Offer”) to all Lenders, on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the Commitments of all Lenders on a pro rata basis, pursuant to procedures reasonably satisfactory to the Administrative Agent, in an amount equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, commitment fees and letter of credit fees with respect thereto; provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 7.5. The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10,000,000, shall be applied as required pursuant to this paragraph). In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 7.4, which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this provision Section 7.5, and shall comply with the provisions of this Section 7.5 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Borrower or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for no other purposepurposes of this Section 7.5.

Disposition of Property. The Borrower will not, and will not permit any of its Restricted Subsidiary to, directly or indirectly, Subsidiaries to consummate any Asset Sale Disposition unless at the time of such transaction and after giving effect thereto and to the use of proceeds thereof, (i) no Default shall have occurred and be continuing and (iia) the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Borrower, of the shares and assets sold or otherwise disposed of, and (iii) in the case of an Asset Sale other than an Asset Swap if after giving pro forma effect subject to such Asset Sale Disposition, (xb) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is greater than 1.50 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is greater than 4.50 to 1.00, at least 75% of the consideration therefor thereof received by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: that, for purposes of determining what constitutes cash or Cash Equivalents under this clause (ib), (A) any liabilities (as reflected in shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Borrower or such Restricted Subsidiary Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loanspayment in cash of the Obligations, that are assumed by the transferee of any such assets with respect to the applicable Asset Disposition and for which the Borrower and all of its the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, writing shall be deemed to be cash or Cash Equivalents, (iiB) any securities, notes or other similar obligations 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 so convertedof the cash or Cash Equivalents received) within 180 days following the closing of such the applicable Asset Sale, and Disposition shall be deemed to be cash or Cash Equivalents and (iiiC) any Designated Noncash Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary in such respect of the applicable Asset Sale Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Non-Cash Consideration received pursuant to this clause (iiiC) that is outstanding at that the time outstandingsuch Designated Non-Cash Consideration is received, not to exceed the greater in excess of $75,000,000 and 3.0% 100,000,000 (measured as of Total Assets the date such assets are disposed based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b) on or prior to such date of disposition) at the time of the receipt of such Designated Noncash Non-Cash Consideration, with the Fair Market Value of each item of Designated Noncash Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents for Equivalents; (c) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied, to the extent required, in accordance with Section 2.08(c); (d) after giving effect to such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition (other than pursuant to an Asset Disposition made pursuant to a legally binding commitment entered into at the time when no Default or Event of Default existed or would have resulted from such Asset Disposition); and (e) on a pro forma basis after giving effect to such Asset Disposition and any substantially concurrent use ofrelated transactions (including the receipt of the proceeds thereof), the Borrower shall be in compliance with the financial covenant set forth in Section 6.10 as such covenant is recomputed as of the last day of the Test Period most recently ended on or prior to the date of such Asset Disposition as if such Asset Disposition and related transactions had occurred on the first day of such Test Period (other than an Asset Disposition made pursuant to a legally binding commitment entered into at a time when,, in which event the Borrower shall have been in compliance on a pro forma basis, after giving effect to such Asset Disposition and any substantially concurrent use of proceeds thereof, the Borrower was in compliance with the financial covenant set forth in Section 6.10). as such covenant is recomputed as of the last day of the Test Period most recently ended on or prior to the date of such legally binding commitment assuming that such Asset Disposition and related transactions (including the receipt of the proceeds thereof) had been consummated on the first day of such Test Period). For the purposes of this provision Section 6.04, the assumption or discharge of Indebtedness of the Borrower (other than obligations in respect of Disqualified Stock of the Borrower) or any Restricted Subsidiary or other liabilities (as shown on the most recent balance sheet (or notes thereto) of the Borrower or such Restricted Subsidiary) and for no the release of the Borrower or such Restricted Subsidiary from all liability on such Indebtedness or from such other purposeliabilities in connection with such Asset Disposition (in which case, such Person shall, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 2.08(c)), shall be deemed to be cash or Cash Equivalents.