Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of in Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Restatement Effective Date, does not exceed (individually or in the aggregate) $20,000,000 an amount equal to 10% of the assets of the Borrower and its Subsidiaries taken as a whole (calculated at the time such Disposition is to be made) over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or; (c) such Disposition is made pursuant to a Local Management Plan; or (d) [INTENTIONALLY OMITTED].

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, all or any part substantially all of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities the assets of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (except as specifically permitted pursuant to Section 8.1.10(a)) in any one transaction or in any series of transactions, whether or not related, except that, if at the time thereof and immediately after giving 75 Credit Agrmt effect thereto no Default shall have occurred and be continuing, any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any Qualified Subsidiary. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants (or other rights with respect to), less than the XX0 Xxxxxxxxall or any substantial part of its assets (including accounts receivable and including any assets sold and then leased pursuant to a “sale/leaseback” transaction) to any Person other than (a) equipment which is worthless or obsolete or which is replaced by equipment of equal suitability and value; (b) inventory (including Hydrocarbons sold as produced) which is (i) sold for cash only in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8on ordinary trade terms; (bc) (i) such Disposition (other than farmouts of Capital Securities) is made by WWI or the Borrower and any of its Qualified Subsidiaries under standard industry terms of Properties not holding Proven Reserves; (other than d) abandonment of Properties of the XX0 XxxxxxxxBorrower and any of its Qualified Subsidiaries not capable of producing Hydrocarbons in paying quantities after the expiration of their primary terms; (e) as permitted by Section 2.7 of the Mortgage; and (f) sales of Oil and is for fair market value Gas Properties of the Borrower and the consideration consists any of no less than 75% in cashits Qualified Subsidiaries under standard industry terms, (ii) but only if the Net Disposition Sales Proceeds, when added to the aggregate amount of Net Sales Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999sales that may have occurred during the most recent six-month period, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement 100,000, and (iii) the Net Disposition Proceeds generated from if such Disposition sale does not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant create a Collateral Value Deficiency, and subject to the terms provisions of CLAUSE (B) of SECTION 3.1.1 and SECTION Section 3.1.2; or provided, however, that (cx) if such Disposition assets are not Collateral Value Properties or Development Properties, such transfer, lease, contribution or conveyance is made pursuant for cash or other consideration having a value at least equal to a Local Management Plan.the fair market value of such assets;

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers The Borrower will not, and will ----------------------- not permit any of its respective Subsidiaries Restricted Subsidiary to, Dispose -92- of or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities Stock of Restricted Subsidiaries) to any Person, unless: (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition sale, transfer, lease, contribution or other conveyance of all or a substantial part of WWI or such Subsidiarythe Borrower's and the Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property or property, (ii) permitted by CLAUSE (A) Section 7.2.8, or (Biii) between the ------------- Borrower and one of SECTION 7.2.8its Restricted Subsidiaries or between Restricted Subsidiaries of the Borrower; (b) such Disposition constitutes (i) an Investment permitted under Section 7.2.5, (ii) a Lien permitted under Section 7.2.3, or (iii) a ------------- ------------- Restricted Payment permitted under Section 7.2.6; ------------- (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cashcash or is a Lien permitted under the proviso to clause (h) of Section 7.2.3, (ii) the Net Disposition ------- ---------- ------------- Proceeds received from such DispositionDispositions, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed Dispositions made pursuant to this CLAUSE clause (Bc) since September 29, 1999, does ---------- not exceed (individually or in the aggregate) $20,000,000 40,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such Disposition not theretofore sale, transfer, lease (except leases or subleases pursuant to clause (i) of Section 7.2.3), contribution or conveyance, is ---------- ------------- reinvested in Qualified Assets in accordance with CLAUSE (B) the business of SECTION 3.1.1 (with the amount permitted Borrower and its Restricted Subsidiaries or, to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) extent required thereunder, is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Section 3.1.1; or (c) such Disposition is made pursuant to a Local Management Plan.-------------

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers Each Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- sell, issue, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any property, business or assets of all the Parent, any Subsidiary Borrower or any part of its assets, whether now owned or hereafter acquired their respective Subsidiaries (including accounts receivable and Capital Securities of SubsidiariesStock) to any Person, unless (a) any such Disposition sale, transfer, lease, contribution or conveyance is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (including sales of used Vehicles and does not constitute a Disposition the customary franchising activities of all or a substantial part of WWI or such Subsidiary's assetsthe Borrowers) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8Section 8.2.9; (b) any such issuance is an issuance of Capital Stock of the Parent or of options or warrants in respect of such Capital Stock; (c) (i) (A) any such Disposition (other than of Capital Securities) sale, transfer or conveyance is made by WWI or any of its Subsidiaries (other for not less than the XX0 Xxxxxxxx) and is for fair market value of the assets so sold, transferred or conveyed (as determined in good faith -98- 107 by the Board of Directors of the Parent or a committee thereof) and (B) in the event the fair market value of such assets exceeds $2,500,000, the determination of such Board or committee is evidenced by a certified written resolution of such Board or committee) and, except in the case of Non-Counted Assets, the consideration received by the relevant Subsidiary Borrower or the relevant Subsidiary of such Subsidiary Borrower in respect thereof consists of no less than 75at least 80% in cashcash or Cash Equivalent Investments, (ii) any such consideration not consisting of cash or Cash Equivalent Investments (including consideration received in the Net Disposition Proceeds received from sale, transfer or conveyance of Non-Counted Assets) shall be an Investment permitted by Section 8.2.5 and (iii) the fair market value of such Dispositionassets (other than Non-Counted Assets), together with the Net Disposition Proceeds aggregate fair market value of all other assets (other than Non-Counted Assets) sold, transferred, leased, contributed transferred or conveyed pursuant to this CLAUSE clause (Bc) since September 29in the Fiscal Year such assets are sold, 1999transferred or conveyed, does not exceed (individually $5,000,000; provided, however, that no such sale, transfer or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount conveyance shall be permitted to be so reinvested in Qualified Assets in made if immediately before or after giving effect thereto, any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 Default shall have occurred and SECTION 3.1.2be continuing; or (cd) without limiting the effect in any manner of the provisions of Article IX, any such Disposition sale, transfer or conveyance of Vehicles is made pursuant to as a Local Management Planresult of an Amortization Event (as defined in the Base Indenture).

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 XxxxxxxxSP1) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 XxxxxxxxSP1) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers Each Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- sell, issue, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any property, business or assets of all the Parent, any Subsidiary Borrower or any part of its assets, whether now owned or hereafter acquired their respective Subsidiaries (including accounts receivable and Capital Securities of SubsidiariesStock) to any Person, unless (a) any such Disposition sale, transfer, lease, contribution or conveyance is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (including sales of used Vehicles and does not constitute a Disposition the customary franchising activities of all or a substantial part of WWI or such Subsidiary's assetsthe Borrowers) or is of obsolete or worn out property or (ii) permitted by CLAUSE Section 8.2.9 or clauses (Ae) or through (Bi) of SECTION 7.2.8Section 8.2.5; (b) any such issuance is an issuance of Capital Stock of the Parent or of options or warrants in respect of such Capital Stock; (c) (i) (A) any such Disposition (other than of Capital Securities) sale, transfer or conveyance is made by WWI or any of its Subsidiaries (other for not less than the XX0 Xxxxxxxx) and is for fair market value of the assets so sold, transferred or conveyed and (B) in the event the fair market value of such assets exceeds $5,000,000, the determination of the Board of Directors of the Parent or a committee thereof is evidenced by a certified written resolution of such Board or committee) and, except in the case of Non-Counted Assets, the consideration received by the relevant Subsidiary Borrower or the relevant Subsidiary of such Subsidiary Borrower in respect thereof consists of no less than 75at least 80% in cashcash or Cash Equivalent Investments, (ii) any such consideration not consisting of cash or Cash Equivalent Investments (including consideration received in the Net Disposition Proceeds received from sale, transfer or conveyance of Non-Counted Assets) is an Investment that would be permitted by Section 8.2.5 and (iii) the fair market value of such Dispositionassets (other than Non-Counted Assets), together with the Net Disposition Proceeds aggregate fair market value of all other assets (other than Non-Counted Assets) sold, transferred, leased, contributed transferred or conveyed pursuant to this CLAUSE clause (Bc) since September 29in the Fiscal Year such assets are sold, 1999transferred or conveyed, does not exceed (individually $10,000,000; provided, however, that no such sale, transfer or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount conveyance shall be permitted to be so reinvested in Qualified Assets in made if immediately before or after giving effect thereto, any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 Default shall have occurred and SECTION 3.1.2be continuing; or (cd) without limiting the effect in any manner of the provisions of Article IX, any such Disposition sale, transfer or conveyance of Vehicles is made pursuant to as a Local Management Planresult of an Amortization Event (as defined in the Base Indenture).

Asset Dispositions, etc. Subject to the definition of Change of ControlExcept in connection with a ----------------------- transaction permitted under Section 8.2.7, each none of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI Borrower or any of ------------- the Material Subsidiaries may sell or dispose of any portion of its Subsidiaries property (excepting abandonment, sale of inventory or other than the XX0 Xxxxxxxx) and is (i) dispositions in the ordinary course of its business business), or sell equity interests in any Material Subsidiary to any third party (all of the foregoing, are herein called "Asset Dispositions"), unless: ------------------- (a) immediately before and does not constitute a Disposition after giving effect to such transaction, no Default or Event of all Default shall exist or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8be continuing; (b) one of the following two conditions shall be satisfied: (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received aggregate net after tax proceeds from such Disposition, together with the Net Asset Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does do not exceed (individually or in 5% of the aggregate) $20,000,000 over Consolidated Total Assets of the term of this Agreement and (iii) the Net Disposition Proceeds generated from Borrower during such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Fiscal Year; or (ii) in the event that such net after tax proceeds from such Asset Disposition exceed 5% of such Consolidated Total Assets ("Excess ------ Sale Proceeds"), the Borrower shall within ninety (90) days of the ------------- date of the disposal of the assets giving rise to such proceeds, cause an amount equal to such Excess Sale Proceeds to be applied (x) to the acquisition of assets in replacement of the assets so disposed of or of assets which may be productively used in the United States in the conduct of the Borrower's or any Material Subsidiary's business (and such newly acquired assets shall become part of the Collateral and shall be subjected to the Lien of the Security Documents), or may be deemed by the Borrower to have been applied to fund the purchase of such replacement assets purchased not earlier than 30 days prior to such Asset Disposition or (y) to the extent not applied pursuant to the immediately preceding clause (x) , for deposit with the Agent no ---------- later than ninety (90) days of after such disposition to be reinvested in assets described in clause (x) and to the extent such Excess Sale ---------- Proceeds are not reinvested as described above within one-hundred eighty (180) days of such disposition to the prepayment of the Obligations pursuant to Section 3.1; and ----------- (c) such Disposition 100% of the consideration received is made pursuant in cash or marketable securities or notes secured by a letter of credit issued by a financial institution acceptable to a Local Management Planthe Lenders.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (Aa) or (Bb) of SECTION 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (Bb) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (Bb) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (Bb) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers The Borrower will not, and will not permit any of its respective Subsidiaries Restricted Subsidiary to, Dispose -92- of or grant options, warrants or other rights with respect to, all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities Stock of Restricted Subsidiaries) to any Person, unless: (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition sale, transfer, lease, contribution or other conveyance of all or a substantial part of WWI or such Subsidiarythe Borrower's and the Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property or property, (ii) permitted by CLAUSE (A) SECTION 7.2.8, or (Biii) between the Borrower and one of SECTION 7.2.8its Restricted Subsidiaries or between Restricted Subsidiaries of the Borrower; (b) such Disposition constitutes (i) an Investment permitted under SECTION 7.2.5, (ii) a Lien permitted under SECTION 7.2.3, or (iii) a Restricted Payment permitted under SECTION 7.2.6; (c) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cashcash or is a Lien permitted under the PROVISO to CLAUSE (h) of SECTION 7.2.3, (ii) the Net Disposition Proceeds received from such DispositionDispositions, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed Dispositions made pursuant to this CLAUSE (Bc) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 40,000,000 over the term of this Agreement and (iii) an amount equal to the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with sale, transfer, lease (except leases or subleases pursuant to CLAUSE (Bi) of SECTION 3.1.1 (with the amount permitted to be so 7.2.3), contribution or conveyance, is reinvested in Qualified Assets in any event not the business of the Borrower and its Restricted Subsidiaries or, to exceed $7,500,000 over the term of this Agreement) extent required thereunder, is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE SECTION 3.1.1; (Bd) such Disposition results from a casualty or condemnation in respect of SECTION 3.1.1 and SECTION 3.1.2such property or assets; or (ce) such Disposition is made pursuant to a Local Management Planconsists of the sale or discount of overdue accounts receivable in the ordinary course of business, but only in connection with the compromise or collection thereof.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 SP1 Xxxxxxxx) and xxd is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 SP1 Xxxxxxxx) and xxd is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.

Asset Dispositions, etc. Subject to Except in connection with ----------------------- a transaction permitted under Section 8.2.7, none of Holdings, the definition of Change of Control, each Borrower or ------------- any of the Borrowers will not, and will not permit Material Subsidiaries may sell or dispose of any portion of its respective Subsidiaries toproperty (excepting abandonment, Dispose -92- sale of all inventory or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) dispositions in the ordinary course of its business business), or sell equity interests in any Material Subsidiary to any third party (all of the foregoing, are herein called "Asset ----- Dispositions"), unless: ------------ (a) immediately before and does not constitute a Disposition after giving effect to such transaction, no Default or Event of all Default shall exist or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8be continuing; (b) one of the following two conditions shall be satisfied: (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received aggregate net after tax proceeds from such Disposition, together with the Net Asset Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (B) since September 29, 1999, does do not exceed (individually or in 10% of the aggregate) $20,000,000 over the term Consolidated Total Assets of this Agreement and (iii) the Net Disposition Proceeds generated from Holdings during such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION 3.1.2Fiscal Year; or (ii) in the event that such net after tax proceeds from such Asset Disposition exceed 10% of the Consolidated Total Assets of Holdings ("Excess Sale Proceeds"), the Borrower shall ` -------------------- within ninety (90) days of the date of the disposal of the assets giving rise to such proceeds, cause an amount equal to such Excess Sale Proceeds to be applied (x) to the acquisition of assets in replacement of the assets so disposed of or of assets which may be productively used in the United States in the conduct of Holdings', the Borrower's or any Material Subsidiary's business (and such newly acquired assets shall become part of the General Collateral and shall be subjected to the Lien of the Security Documents), or (y) to the extent not applied pursuant to the immediately preceding clause ------ (x), for deposit with the Trustee no later than ninety (90) days --- of after such disposition to be reinvested in assets described in clause (x) and to the extent such Excess Sale Proceeds are ---------- not reinvested as described above within one-hundred eighty (180) days of such disposition to the prepayment of the Obligations pursuant to Section 3.1; and ----------- (c) such Disposition 100% of the consideration received is made pursuant to in cash or marketable securities or notes secured by a Local Management Planstandby letter of credit.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION 3.1.1 and SECTION 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.Section 3.1.1

Asset Dispositions, etc. Subject to the definition of Change of in Control, each of the Borrowers Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI the Borrower or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI the Borrower or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 an amount equal to 10% of the assets of the Borrower and its Subsidiaries (other than XX.xxx and its Subsidiaries until the occurrence of the Trigger Date) taken as a whole (calculated at the time such Disposition is to be made) over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or; (c) such Disposition is made pursuant to a Local Management Plan; or (d) until the occurrence of the Trigger Date, Dispositions made by XX.xxx and its Subsidiaries.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers Each Borrower will not, and will not permit any of its respective Subsidiaries to, Dispose -92- sell, issue, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any property, business or assets of all the Parent, any Subsidiary Borrower or any part of its assets, whether now owned or hereafter acquired their respective Subsidiaries (including accounts receivable and Capital Securities of SubsidiariesStock) to any Person, unless (a) any such Disposition sale, transfer, lease, contribution or conveyance is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (including sales of used Vehicles and does not constitute a Disposition the customary franchising activities of all or a substantial part of WWI or such Subsidiary's assetsthe Borrowers) or is of obsolete or worn out property or (ii) permitted by CLAUSE Section 8.2.9 or clauses (Ae) or through (Bi) of SECTION 7.2.8Section 8.2.5; (b) any such issuance is an issuance of Capital Stock of the Parent or of options or warrants in respect of such Capital Stock; (c) (i) (A) any such Disposition (other than of Capital Securities) sale, transfer or conveyance is made by WWI or any of its Subsidiaries (other for not less than the XX0 Xxxxxxxx) and is for fair market value of the assets so sold, transferred or conveyed and (B) in the event the fair market value of such assets exceeds $5,000,000, the determination of the Board of Directors of the Parent or a committee thereof is evidenced by a certified written resolution of such Board or committee) and, except in the case of Non-Counted Assets, the consideration received by the relevant Subsidiary Borrower or the relevant Subsidiary of such Subsidiary Borrower in respect thereof consists of no less than 75at least 80% in cashcash or Cash Equivalent Investments, (ii) any such consideration not consisting of cash or Cash Equivalent Investments (including consideration received in the Net Disposition Proceeds received from sale, transfer or conveyance of Non- Counted Assets) is an Investment that would be permitted by Section 8.2.5 and (iii) the fair market value of such Dispositionassets (other than Non-Counted Assets), together with the Net Disposition Proceeds aggregate fair market value of all other assets (other than Non-Counted Assets) sold, transferred, leased, contributed transferred or conveyed pursuant to this CLAUSE clause (Bc) since September 29in the Fiscal Year such assets are sold, 1999transferred or conveyed, does not exceed (individually $10,000,000; provided, however, that no such sale, transfer or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount conveyance shall be permitted to be so reinvested in Qualified Assets in made if immediately before or after giving effect thereto, any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 Default shall have occurred and SECTION 3.1.2be continuing; or (cd) without limiting the effect in any manner of the provisions of Article IX, any such Disposition sale, transfer or conveyance of Vehicles is made pursuant to as a Local Management Planresult of an Amortization Event (as defined in the Base Indenture).

Asset Dispositions, etc. Subject No Loan Party or Subsidiary of any Loan Party will Dispose of (in each case in one transaction or series of transactions), or grant options, warrants or other rights with respect to the definition (in each case in one transaction or series of Change of Controlrelated transactions, each of the Borrowers will notwhether voluntary or involuntary), and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assetsassets or property, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unlessexcept: (a) the sale of Timber in accordance with the conditions of Section 7.1.11(m); (b) the sale of Real Property upon fair and reasonable arm’s-length terms and conditions, provided that (i) the Borrower shall deliver written notification to the Administrative Agent identifying such sale as a Normal Operating Real Property Disposition or a Large Real Property Disposition; (ii) the Borrower shall electronically deliver to the Administrative Agent a Certificate Regarding Sale of Real Property, authorized by an Authorized Officer of the Borrower; (iii) such sale is made conducted pursuant to and in accordance with the applicable restrictions contained in any Material Agreement including, if applicable to such Real Property, the Master Stumpage Agreement, in each case, without giving effect to any waivers with respect to such restrictions that have not been approved by WWI the Required Lenders; (iv) in the case of a Normal Operating Real Property Disposition, such sale is (A) consistent with the most current budget and projections delivered pursuant to Section 7.1.1(n) or any (B) consented to by the Administrative Agent in its sole discretion; (v) no Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving Pro Forma Effect to such sale; (vi) in the case of a Large Real Property Disposition, after giving Pro Forma Effect to such sale, the Loan to Value Ratio shall not exceed 45%; (vii) at least 75% of the consideration for such sale shall be received in the form of cash proceeds; (viii) all the related Net Real Property Disposition Proceeds are applied to prepay the Loans and other Obligations to the extent required by Section 3.1.2(b)(vii); (ix) if requested by the Administrative Agent in its Subsidiaries (other than reasonable discretion, the XX0 XxxxxxxxBorrower shall deliver calculations demonstrating compliance with the Sections 7.2.9(b)(v) and is (ivi) (in each case, calculated after giving effect to such sale of Real Property); and (x) the Borrower shall provide such other information related to the sale as the Administrative Agent may request in its reasonable discretion; (c) in the ordinary course of business, the sale or disposition of worn-out or obsolete equipment; (d) pursuant to any Unrestricted Timber Transaction, any Disposition by any Unrestricted Timber Subsidiary or any grant of options, warrants or other rights with respect to, all or any part of its assets or property in accordance with the terms of any applicable Unrestricted Timber Transaction; (e) any Disposition of the Equity Interest of any Shell Subsidiary by means and subject to terms and conditions approved by the Administrative Agent in its sole discretion; (f) in the ordinary course of business, the sale of fuel wood residue materials such as tree branches, tree tops and other wood residue inherent or resulting from the harvesting of timber (collectively, “Fuel Wood Residue”); (g) in order to maintain REIT Status or for other legitimate corporate or business purposes, the transfer of Fuel Wood Residue by way of contribution, assignment or other conveyance from one Loan Party to another Loan Party prior to the sale of such Fuel Wood Residue to a third party as permitted by clause (f); (h) subject to the terms and does not constitute a conditions hereof, including, without limitation, Section 7.1.11(x), the termination of Timber Leases; (i) any Disposition of all or a substantial part any portion of WWI or such Subsidiary's assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8; (b) the Real Property among the Landholders, provided, that (i) such Disposition (other than the Loan Parties provide prior written notice to the Administrative Agent consistent with the requirements of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 XxxxxxxxSection 7.1.9(c) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Landholders and other Loan Parties deliver such Real Property Documents as the Administrative Agent may request in its sole discretion; (j) in the ordinary course of business, apiary, fishing, hunting or other recreational or pasture leases or licenses provided that such leases or licenses are for terms of no more than two years, are at market rates and do not interfere with the orderly and efficient operation of the business of any Loan Party; (k) in the ordinary course of business, third-party access rights or utility easements provided that such rights or easements do not interfere with the orderly and efficient operation of the business of any Loan Party, are immaterial in their individual and aggregate impact on the Real Property and do not exceed $1,000,000 in value in the aggregate; (l) any Disposition Proceeds received from of Real Property to a Permitted Joint Venture solely representing an Investment in such Permitted Joint Venture by way of a contribution of such Real Property to such Permitted Joint Venture to the extent permitted by Section 7.2.5(a)(vii); (m) any Disposition of Real Property to a Permitted Joint Venture other than as provided in Section 7.2.9(l) (including a Disposition representing both an Investment in such Permitted Joint Venture by way of a contribution of a portion of such Real Property to such Permitted Joint Venture and a sale to such Permitted Joint Venture of the remaining portion of such Real Property); provided that, (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving Pro Forma Effect to such Disposition; (ii) the Loan Parties are in compliance after giving Pro Forma Effect to such Disposition with the covenants set forth in Section 7.2.4; (iii) after giving Pro Forma Effect to such Disposition, together the Loan to Value Ratio does not exceed 45%; (iv) the Borrower shall notify the Administrative Agent in writing of each such Disposition, which written notification will include (A) the calculations demonstrating compliance with Section 7.2.9(m)(ii), (iii), and (vii) (in each case, calculated after giving Pro Forma Effect to such Disposition) if requested by the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE Administrative Agent in its reasonable discretion and (B) since September 29, 1999, does not exceed such other information as the Administrative Agent may request in its reasonable discretion; (individually or v) at least 75% of the consideration (excluding consideration in the aggregateform of Equity Interests in such Permitted Joint Venture) $20,000,000 over shall be received in the term form of this Agreement and cash proceeds or Equity Interests in such Permitted Joint Venture; (iiivi) all the related Net Real Property Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE (B) of SECTION 3.1.1 (with the amount permitted to shall be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant and other Obligations to the terms extent required by Section 3.1.2(b)(vii); and (vii) the aggregate consideration received by the Loan Parties in connection with such Disposition shall not be less than (A) the Cost Basis of CLAUSE such Real Property minus (B) the Equity Value of SECTION 3.1.1 the Loan Parties in such Permitted Joint Venture; (n) any sale of the Equity Interests of any Permitted Joint Venture, provided that, (i) no Default or Event of Default has occurred and SECTION 3.1.2is continuing or would reasonably be expected to result after giving Pro Forma Effect to such sale; (ii) the Loan Parties are in compliance after giving Pro Forma Effect to such Disposition with the covenants set forth in Section 7.2.4; (iii) after giving Pro Forma Effect to such Disposition, the Loan to Value Ratio does not exceed 45%; (iv) the Borrower shall notify the Administrative Agent in writing of each such disposition, which written notification will include (A) the calculations demonstrating compliance with Sections 7.2.9(n)(ii), (iii), (v), and (vii) (in each case, calculated after giving Pro Forma Effect to such Disposition) if requested by the Administrative Agent in its reasonable discretion and (B) such other information as the Administrative Agent may request in its reasonable discretion; (v) at least 75% of the consideration shall be received in the form of cash proceeds; (vi) all the related Net Permitted Joint Venture Disposition Proceeds are applied to prepay the Loans and other Obligations to the extent required by Section 3.1.2(b)(vi); and (vii) the aggregate consideration received by the Loan Parties in connection with such Disposition shall not be less than the Equity Value of such Permitted Joint Venture; (o) the conversion of a Permitted JV Investment Subsidiary to a Permitted Joint Venture (First-Tier), and the conversion of a Shell Subsidiary that is a Subsidiary of a Permitted JV Investment Subsidiary to a Permitted Joint Venture (Lower-Tier); or (cp) subject to (i) compliance with Section 7.1.9 on or prior to such Disposition is made pursuant division and (ii) compliance with Section 6.24.1 and the other terms of this Agreement, the allocation by division of assets; provided that, in each case, no Loan Party or Subsidiary of any Loan Party will enter into, permit to occur or be a Local Management Planparty to any division with respect to itself or any other Person without the prior written consent of the Administrative Agent.

Asset Dispositions, etc. Subject to the definition of Change of Control, each of the Borrowers will not, and will not permit any of its respective Subsidiaries to, Dispose -92- of all or any part of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Securities of Subsidiaries) to any Person, unless (a) such Disposition is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is (i) in the ordinary course of its business (and does not constitute a Disposition of all or a substantial part of WWI or such Subsidiary's ’s assets) or is of obsolete or worn out property or (ii) permitted by CLAUSE clause (Aa) or (Bb) of SECTION Section 7.2.8; (b) (i) such Disposition (other than of Capital Securities) is made by WWI or any of its Subsidiaries (other than the XX0 Xxxxxxxx) and is for fair market value and the consideration consists of no less than 75% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE clause (Bb) since September 29, 1999the Effective Date, does not exceed (individually or in the aggregate) $20,000,000 over the term of this Agreement and (iii) the Net Disposition Proceeds generated from such Disposition not theretofore reinvested in Qualified Assets in accordance with CLAUSE clause (Bb) of SECTION Section 3.1.1 (with the amount permitted to be so reinvested in Qualified Assets in any event not to exceed $7,500,000 over the term of this Agreement) is applied as Net Disposition Proceeds to prepay the Loans pursuant to the terms of CLAUSE clause (Bb) of SECTION Section 3.1.1 and SECTION Section 3.1.2; or (c) such Disposition is made pursuant to a Local Management Plan.