Common use of Sales and Other Dispositions Clause in Contracts

Sales and Other Dispositions. (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (x) the imputed principal component of the lease entered into in connection with such Sale and Leaseback Transaction together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — In General) does not exceed $75,000,000 at any one time outstanding, and (y) the disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the aggregate in any fiscal year of $20,000,000; provided, that no Default or Event of Default shall exist at such time or be caused thereby; (ix) dispositions by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of the Majority Lenders, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority Lenders, subject to receipt by the Majority Lenders of usual and customary valuations and diligence materials acceptable to the Majority Lenders, and (z) no Default or Event of Default then exists or would result therefrom; (x) dispositions of Cash Equivalents; (xi) any Restricted Payment permitted by Section 8.4 (Restricted Payments) or any Investment or Acquisition permitted by Section 8.3 (Investments, Loans, Acquisitions, Etc.); and (xii) the creation of a Permitted Lien; provided, however, the Loan Parties shall not dispose of assets pursuant to this Subsection 8.7.2 if they are prohibited from doing so under the Indentures and provided, further, that no Loan Party shall dispose of any Specific Real Property when a Default or Event of Default shall have occurred and be continuing or would be caused thereby.

Sales and Other Dispositions. (a) The Borrower shall notwill not sell, and shall not transfer or otherwise dispose of, or permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to sell, lease, abandon transfer or otherwise transfer or dispose of of, any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not or (b) issue, sell, transfer or otherwise dispose of, or permit any Subsidiary to exceed $1,000,000 in issue, sell, transfer or otherwise dispose of, any shares of the aggregate in any fiscal year; (vii) dispositions or transfers capital stock of any asset is effected Subsidiary (the items covered by a Sale and Leaseback Transaction so long as (xa) the imputed principal component of the lease entered into in connection with such Sale and Leaseback Transaction together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — In General) does not exceed $75,000,000 at any one time outstanding, and (yb) being hereinafter called a "Disposition" and the disposition or transfer term "Disposed of" being used herein with correlative meaning), unless such Disposition is made for consideration having a value at least equal to the fair value of such asset shall occur within 365 days property as determined in good faith by the board of the acquisition thereof; (viii) other sales or dispositions of property directors of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the aggregate case of a Disposition under (b) herein, as part of the sale of all shares or capital stock of such Subsidiary and, in the case of any fiscal year such Disposition, so long as immediately after the consummation of $20,000,000; providedsuch Disposition, that and after giving effect thereto, no Default or Event of Default shall exist at such time or be caused thereby; (ix) dispositions by would exist. In addition, if immediately after the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 consummation of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of the Majority Lenders, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority Lenders, subject to receipt by the Majority Lenders of usual and customary valuations and diligence materials acceptable to the Majority LendersDisposition described below, and (z) after giving effect thereto, no Default or Event of Default then exists would exist, the Borrower may make: (i) a Disposition which is ordered by a court of competent jurisdiction or would result therefrompursuant to the requirements of a decree, order or ruling of any governmental body (local, 44 state or federal), provided that such Disposition does not, in the opinion of the Required Lenders, impair the ability of the Borrower to perform its obligations under this Agreement and the Notes; (xii) dispositions of Cash Equivalentsa Disposition by any Subsidiary to the Borrower or to any other Wholly-Owned Subsidiary or by the Borrower to any Wholly-Owned Subsidiary; (xiiii) any Restricted Payment permitted by Section 8.4 Disposition (Restricted Paymentsin a single transaction or a series of related transactions) or during any Investment or Acquisition permitted by Section 8.3 fiscal quarter of assets having a fair value which, when combined with the fair value of all other assets Disposed of during such fiscal quarter and the immediately preceding three (Investments3) fiscal quarters, Loans, Acquisitions, Etc.)constituted not more than 10% of Consolidated Total Assets at the end of the fiscal quarter then most recently ended; and (xiiiv) the creation of a Permitted Lienany Disposition permitted by Section 6.08; provided, however, the Loan Parties shall not dispose of assets pursuant to this Subsection 8.7.2 if they are prohibited from doing so under the Indentures and provided, further, that in no Loan Party event shall the Borrower sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any Specific Real Property when a Default or Event of Default shall have occurred and be continuing or would be caused therebyPerson.

Sales and Other Dispositions. (a) The Borrower Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, license, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfiedexcept: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (iib) dispositions licensing or sublicensing of Intellectual Property of Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice so long as the effect of such license or sublicense shall not transfer all or substantially all of the licensor’s or sublicensor’s economic value in the Intellectual Property to the licensee or sublicensee; (c) transfers of assets or property to the Borrower or a Restricted Subsidiary Guarantor; (d) transfers of assets or property from a Foreign Subsidiary to another Foreign Subsidiary; (e) transfers of assets in an amount not to exceed One Hundred Million Dollars ($100,000,000) in any fiscal year, so long (i) as at the time of such disposition no Default or Event of Default exists or would be created thereby and (ii) at least seventy-five percent (75%) of the consideration for each such transfer or sale pursuant to this clause (e) shall be cash or Cash Equivalents; (f) sales of any assets of, or equity interests in, Ventures, including the transactions contemplated by clause (i) of Section 8.3 (Investments, Loans, Acquisitions, Etc.); (g) transfers of Capital Stock set forth in, and in conformity with, the definition of Permitted Maquiladora Restructuring; (h) transfers by the Borrower or a Subsidiary Guarantor to a Foreign Subsidiary of the Borrower that is a Borrower’s or such Subsidiary Guarantor’s maquiladora operations (which are operated in conjunction with one or more Target Mexican Subsidiaries), so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iiii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (x) the imputed principal component of the lease entered into in connection with such Sale and Leaseback Transaction together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — In General) does not exceed $75,000,000 at any one time outstanding, and (y) the disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the aggregate in any fiscal year of $20,000,000; provided, that no Default or Event of Default shall then exist at such time or be caused thereby; (ix) dispositions thereby or by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 any of the Code and transactions in connection with the maquiladora operations, (ii) none of the assets transferred in connection with such operations shall consist of Intellectual Property (other exchanges than non-exclusive licenses of assets by Intellectual Property necessary for such operations), (iii) in connection therewith, the Foreign Subsidiary shall enter into a distributorship agreement with the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely another Loan Party and (iv) no more than Fifty Million Dollars ($50,000,000) of (1) cash or Cash Equivalents, (2) long-term assets (and current assets that based on fair market value) are ancillary to such long-term assetsso transferred; and (i) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged transfers pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of the Majority Lenders, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority Lenders, subject to receipt by the Majority Lenders of usual and customary valuations and diligence materials acceptable to the Majority Lenders, and (z) no Default or Event of Default then exists or would result therefrom; (x) dispositions of Cash Equivalents; (xi) any Restricted Payment permitted by Section 8.4 (Restricted Payments) or any Investment or Acquisition Investments permitted by Section 8.3 (Investments, Loans, Acquisitions, Etc.) and Restricted Payments permitted by Section 8.4 (Restricted Payments); and (xii) . Notwithstanding the creation foregoing, no sale, lease, license, abandonment or other transfer or disposition of a Permitted Lien; provided, however, the Loan Parties property shall not dispose of assets be permitted pursuant to this Subsection 8.7.2 if they are prohibited from doing so unless the same will not result in a default under the Indentures and provided, further, that no Loan Party shall dispose of any Specific Real Property when a Default or Event of Default shall have occurred and be continuing or would be caused therebyOther Senior Debt Documents.

Sales and Other Dispositions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectlyindirectly sell, lease, abandon or otherwise transfer or dispose of any substantial amount of its assets or property, or sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business;, except as follows: (iia) dispositions or transfers of assets or property to the Borrower or a Restricted A Subsidiary of the Borrower Company, other than a Radio License Subsidiary, may transfer its assets to another Subsidiary of the Company. (b) A Radio License Subsidiary may transfer its assets to another Radio License Subsidiary. (c) The Company and its Subsidiaries may, upon twenty (20) days prior written notice to the Agent and the Lenders, dispose (by sale, merger, consolidation or otherwise) of all or any part of its assets outside the ordinary course of business so long that as of the date of such disposition, and both before and after giving effect thereto, no Event of Default or Potential Event of Default exists, and, in the case of a disposition made pursuant to this clause (c), (i) such disposition is a Guarantor, so long as such assets remain subject sale to a valid, perfected first priority Lien in favor any Person not an Affiliate of the Agent, subject only Company for consideration equal to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in not less than the business fair market value of the Borrower or any of its Restricted Subsidiaries and provided, that assets sold as determined in the good faith judgment of the BorrowerBoard of Directors of the Company or the applicable Subsidiary, at least seventy-five percent (75%) of which consideration shall be cash and the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost balance of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful consideration shall be in the business form of (A) transferable promissory notes which shall, together with any collateral or other credit support given to the seller to secure such promissory note, be immediately assigned to the Agent, for the benefit of the Borrower Lenders, pursuant to instruments, assignments and other documents in form and substance satisfactory to Agent and if requested by Agent, accompanied by an opinion of counsel in form and substance satisfactory to the Agent in its reasonable judgment with respect to the effectiveness and perfection of such assignment or (B) other consideration satisfactory to the Requisite Lenders in their sole discretion; provided that the amount of consideration which may be accepted in the form of transferable promissory notes or other consideration may not exceed an aggregate of Five Million Dollars ($5,000,000) at any time outstanding in respect of all dispositions made by the Company or any of its Restricted Subsidiaries; or (ii) such disposition is an exchange with any Person not an Affiliate of the Company of assets of the Company or one of its Subsidiaries comprising one or more cable television systems or radio broadcast systems or the ownership interests of the Person owning such a system or systems for assets comprising one or more other cable television systems or radio broadcast systems, as applicable, of a similar nature and of equal or greater value as determined in the good faith judgment of the Board of Directors of the Company or the applicable Subsidiary; or (iii) the consideration for such disposition is a combination of an exchange described in the preceding clause (ii) and cash. In the case of any disposition made pursuant to subparagraphs (i), (ii) or (iii) above, the following conditions shall apply: (A) the sum of (x) EBITDA attributable to all assets subject to such disposition determined as of the last day of the fiscal quarter ending immediately preceding such disposition for which quarterly or annual financial statements of the Company and its Subsidiaries were delivered to Lenders, plus (y) EBITDA attributable to all other assets disposed of by the Company and its Subsidiaries pursuant to this paragraph (b), in each case determined as of the last day of the fiscal quarter ending immediately preceding each such disposition for which quarterly or annual financial statements of the Company and its Subsidiaries were delivered to Lenders, during the preceding four fiscal quarters, shall not exceed 15% of EBITDA determined as of the last day of the fiscal quarter ending immediately preceding the most recent disposition for which quarterly or annual financial statements of the Company and its Subsidiaries were delivered to Lenders; (vB) leases The Company shall have furnished to Lenders, not later than ten (10) days preceding the date of such disposition, a notice of disposition and, if the disposition is for an aggregate purchase price in an amount equal to Five Million Dollars ($5,000,000) or subleases permitted by more, an Officers' Compliance Certificate showing compliance with the terms of the following clause (oC), and other information relating to such disposition, including the disposition agreement (and promptly, as they became available, any related documents), which shall be in form and content satisfactory to Agent; (C) of Section 8.2 after giving effect to such disposition, the Company is in compliance, on a Pro Forma Basis, with the financial covenants specified in Article 7 (Liens; LicensesFinancial Covenants); (viD) sales or dispositions if the disposition is of ownership interests in a Subsidiary, the assets Subsidiary being disposed of has no continuing Investment in the Borrower Company or any of its Restricted Subsidiaries other Subsidiary not in the ordinary course of business with a fair market value not to exceed $1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (x) the imputed principal component of the lease entered into in connection with such Sale and Leaseback Transaction together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — In General) does not exceed $75,000,000 at any one time outstanding, and (y) the disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the aggregate in any fiscal year of $20,000,000; provided, that no Default or Event of Default shall exist at such time or be caused thereby; (ix) dispositions by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the asset so being simultaneously disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of the Majority Lenders, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority Lenders, subject to receipt by the Majority Lenders of usual and customary valuations and diligence materials acceptable to the Majority Lenders, and (z) no Default or Event of Default then exists or would result therefrom; (x) dispositions of Cash Equivalents; (xi) any Restricted Payment permitted by Section 8.4 (Restricted Payments) or any Investment or Acquisition permitted by Section 8.3 (Investments, Loans, Acquisitions, Etc.); and (xiiE) the creation disposition is made on a non-recourse basis to the Company and its Subsidiaries, other than to the extent of a normal and customary representations, warranties and indemnities given to buyers of Permitted Lien; providedBusinesses. (d) In addition to dispositions made pursuant to clauses (a), however(b) or (c) above or clause (e) below, the Loan Parties shall not dispose Company or any Subsidiary of assets pursuant the Company may sell the equity interest in any Subsidiary of the Company to any minority investor thereof (that is a minority investor on the date of this Subsection 8.7.2 if they are prohibited from doing so under Agreement), subject to the Indentures following terms and provided, further, that conditions: (i) no Loan Party shall dispose Event of any Specific Real Property when a Default or Potential Event of Default shall have occurred and be continuing or would shall be caused thereby; (ii) the Company and/or its Subsidiaries shall sell to such minority investor all (but not less than all) of the remaining interests that the Company or any Subsidiary thereof has in each Subsidiary that such minority investor has an interest in; (iii) the sale price shall be payable in cash and no less than the fair market value of the interests so sold and, if the Agent so requests, the Company shall provide a third party fairness or other opinion to that effect; (iv) both before and (on a Pro Forma Basis) after giving effect to the sale, the Company shall be in compliance with the financial covenants set forth in Article 7; and (v) the Company shall give the Agent and each Lender ten (10) Business Days prior written notice of the proposed sale, together with an Officers' Compliance Certificate showing compliance on a Pro Forma Basis with the financial covenants set forth in Article 7. (e) The Company may sell the WABZ Assets pursuant to the WABZ Disposition. 8.8 MANAGEMENT FEES.

Sales and Other Dispositions. (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any receivables and leasehold interests and any Sale and Leaseback Transaction or similar transaction), whether now owned or hereafter acquired, except for sales of assets or property of any nature in which all of the following are satisfied: (i) the Borrower or Restricted Subsidiary, as applicable, receives consideration at the time of the sale at least equal to the Fair Market Value of the asset sold or otherwise disposed of, (ii) at least 75% of the consideration is in the form of cash or Cash Equivalents, and (iii) (x) if the assets so transferred or disposed of constitutes ABL Priority Collateral, the net cash proceeds are used to prepay the Loans and any non-cash proceeds are delivered to the Agent as additional ABL Priority Collateral and (y) if the assets so disposed of are First Lien Note Priority Collateral, the net cash proceeds are used in a manner permitted by the First Lien Indenture; (b) Notwithstanding the foregoing, the requirements of clause (a) above shall not apply to any of the following: (i) sales of inventory in the ordinary course of its business; (ii) dispositions or transfers of assets or property to the Borrower or a Restricted Subsidiary of the Borrower that is a Guarantor, so long as such assets remain subject to a valid, perfected first priority Lien in favor of the Agent, subject only to Permitted Liens or, as applicable, Permitted Additional ABL Liens; (iii) dispositions involving a trade-in of equipment in exchange for other equipment useful in the business of the Borrower or any of its Restricted Subsidiaries and provided, that in the good faith judgment of the Borrower, the Borrower or such Restricted Subsidiary receives equipment (or credit toward the acquisition cost of equipment) having a fair market value equal to or greater than the equipment being traded-in; (iv) sales or dispositions of equipment which is obsolete or no longer used or useful in the business of the Borrower or any of its Restricted Subsidiaries; (v) leases or subleases permitted by clause (o) of Section 8.2 (Liens; Licenses); (vi) sales or dispositions of the assets of the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business with a fair market value not to exceed $$ 1,000,000 in the aggregate in any fiscal year; (vii) dispositions or transfers of any asset is effected by a Sale and Leaseback Transaction so long as (x) the imputed principal component of the lease entered into in connection with such Sale and Leaseback Transaction Transaction, together with the Capital Lease Obligations and Purchase Money Indebtedness pursuant to Subsection 8.1.1 (Indebtedness — – In General) does not exceed $75,000,000 at any one time outstanding, and (y) the disposition or transfer of such asset shall occur within 365 days of the acquisition thereof; (viii) other sales or dispositions of property of the Borrower or any of its Restricted Subsidiaries (other than Specific Real Property) having a fair market value of up to, and the gross proceeds derived therefrom (exclusive of indemnities), not exceeding (in any one or a related series of transactions) $5,000,000 and, in the aggregate in any fiscal year of $20,000,000; provided, that no Default or Event of Default shall exist at such time or be caused thereby; (ix) dispositions by the Borrower and its Restricted Subsidiaries that are like-kind exchanges pursuant to Section 1031 of the Code and other exchanges of assets by the Borrower or a Restricted Subsidiary in which the consideration received by the Borrower or a Restricted Subsidiary consists solely of (1) cash or Cash Equivalents, (2) long-term assets (and current assets that are ancillary to such long-term assets) that are used or useful in a Permitted Business, or (3) any combination of (1) or (2) of this clause (ix); provided, that (x) any consideration received which consists of cash or Cash Equivalents shall be considered proceeds of the asset so disposed of; (y) to the extent that assets constituting ABL Priority Collateral are exchanged pursuant to this clause (ix), the assets received by the Borrower or the Restricted Subsidiary in such exchange shall, in the discretion of the Majority LendersAgent, be added to the ABL Priority Collateral on terms and pursuant to documents reasonably satisfactory to the Majority LendersAgent, subject to receipt by the Majority Lenders Agent of usual and customary valuations and diligence materials acceptable to the Majority LendersAgent, and (z) no Default or Event of Default then exists or would result therefrom; (x) dispositions of Cash Equivalents; (xi) any Restricted Payment permitted by Section 8.4 (Restricted Payments) or any Investment or Acquisition permitted by Section 8.3 (Investments, Loans, Acquisitions, Etc.); and (xii) the creation of a Permitted Lien; provided, however, the Loan Parties shall not dispose of assets pursuant to this Subsection 8.7.2 if they are prohibited from doing so under the Indentures and provided, further, that no Loan Party shall dispose of any Specific Real Property when a Default or Event of Default shall have occurred and be continuing or would be caused thereby.