Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. (a) The Borrower will not, and ----------------------- will not permit any Restricted Subsidiary to, sell, transfer, lease, convey or otherwise dispose of any assets (other than (i) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such disposition (an "Asset Disposition") ----------------- at least equal to the fair market value of the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth in clauses (i) through (iii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphs.

Asset Dispositions, etc. (a) The Borrower will not, and ----------------------- nor will not Borrower permit any Restricted Subsidiary other Credit Party to, sell, lease, transfer, lease, convey abandon or otherwise dispose of any assets (asset other than (i) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practiceof Hydrocarbons produced from Borrower's and any other Credit Party's Mineral Interests (and not pursuant to Advance Payment Contracts); provided, that, so long as no Default or Event of Default has occurred which is continuing, Borrower shall be permitted to sell or dispose of (a) machinery and equipment which is obsolete or otherwise not necessary or useful in the operation of Borrower's business, (iib) Mineral Interests during any Financing Disposition, period between Scheduled Redeterminations with an aggregate Recognized Value (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration measured at the time of such disposition sale or disposition) not in excess of three percent (an "Asset Disposition"3%) ----------------- at least equal of the Borrowing Base in effect during such period, and (c) the Seller's Interests (as defined in the Mariner Purchase and Sale Agreement) pursuant to the fair market value terms of the assets disposed Buyer's Option (as defined in the Mariner Purchase and Sale Agreement) and in accordance with Article X of (which shall be determined in good faith by the Board of Directors Mariner Purchase and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, Sale Agreement; provided, however, that for and without limiting the purposes foregoing, Borrower will not, nor will Borrower permit any other Credit Party to, (i) sell any Hydrocarbons under Advance Payment Contracts, (ii) sell or securitize any of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities their accounts receivable (other ------------- than liabilities that are by their terms subordinated to the Term Notesthose deemed doubtful or uncollectible), (iii) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of sell any such assets production payment or other term royalty, (iv) purchase property in such Asset Disposition subject to any production payment or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash term royalty created within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such Asset Disposition purchase, or (v) sell assets and then lease them back (or any related Asset Dispositioncommit to lease them back) having a fair market value in excess of $5,000,000 and (2) the within 180 days after such sale. Borrower shall cause the aggregate cash proceeds received by the Borrower will not sell, transfer or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth in clauses (i) through (iii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out dispose of, or on account permit any other Credit Party to sell, transfer or dispose of, any Collateral Proceeds (except to the extent capital stock or other equity interest in any such prepayment is refused by a Lender under clause ------ (c) Subsidiary of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphsBorrower.

Asset Dispositions, etc. (a) The Borrower will notshall, and ----------------------- will not permit within two Business Days after it receives any Restricted Subsidiary to, sell, transfer, lease, convey or otherwise dispose Net Proceeds of any assets (Asset Disposition, other than Asset Dispositions constituting either Fiber or Conduit Sales expressly permitted to be consummated in accordance with CLAUSE (E) of SECTION 9.8, proceeds of any Insurance Recovery or proceeds of or resulting from eminent domain, condemnation or similar proceedings (whether the same relate to the Collateral, the Real Estate Assets or other Property) aggregating in excess of $[*] during any period of 12 consecutive months or less (the aggregate amount of all such Net Proceeds or proceeds exceeding $[*] received during any such period are herein called the "EXCESS PROCEEDS AMOUNT"), pay to the Administrative Agent, as a prepayment of the Loans (which prepayment shall be without premium or penalty except as may be provided pursuant to SECTION 4.5), an aggregate amount equal to the Excess Proceeds Amount; PROVIDED, HOWEVER, that (i) an asset disposition or no such prepayment will be required if and to the sale of Inventory extent that the Excess Proceeds Amount is under binding contract to be re-invested in productive assets used in the ordinary course of the Borrower's or its Subsidiary's (as applicable) business consistent with past practicewithin [*] days of the receipt of such Excess Proceeds Amount and is, in fact, so re-invested within [*] days of the receipt of such Excess Proceeds Amount, (ii) the Excess Proceeds Amount shall be deposited into a cash collateral account held by the Administrative Agent pursuant to an agreement in form and substance satisfactory to the Administrative Agent until such time as such amount (exclusive of any Financing Dispositioninterest accrued thereon) is either re-invested within such [*] day period or applied to the Loans or other Obligations as provided in this SECTION 2.7, and (iii) any disposition of the Designated Facilitiesif, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of any such disposition (an "Asset Disposition") ----------------- at least equal required prepayment, any Eligible Secured Debt is outstanding, then the Excess Proceeds Amount may be paid to the fair market value Collateral Agent (as opposed to the Administrative Agent) and distributed pro rata to the Administrative Agent and the holders of the assets disposed of Eligible Secured Debt (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower or their representatives) for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated application to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets Loans or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (Obligations and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth in clauses (i) through (iii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries Eligible Secured Debt in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphsAgency Agreement.

Asset Dispositions, etc. (a) The Borrower will not(a) No Obligor shall, and ----------------------- will not nor shall it permit any Restricted Subsidiary of its Obligor Subsidiaries to, sell, transfer, lease, convey or otherwise dispose of make any assets Asset Sale (other than to another Obligor or other such Subsidiary) (i) an asset disposition unless such Obligor or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, as the case may be) such Subsidiary receives consideration at the time of such disposition (an "Asset Disposition") ----------------- Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (which shall be determined in good faith by and at least 85% of the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds consideration received by such Obligor or such Subsidiary from such Asset Sale is in the Borrower for form of cash (in Dollars) and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any creditor of such disposition consists Obligor or of at least 75% cashany such Subsidiary other than the Lenders, the New Tranche A Notes Holders or the New Tranche B Notes Holders; provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (cash equivalent or note or other ------------- than liabilities that are obligation received by their terms subordinated to the Term Notes) of the Borrower such Obligor or such Restricted Subsidiary (as shown on from the Borrower's transferee in any such transaction that is converted within 45 days by such Obligor or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days will be deemed upon such conversion to be cash for purposes of receipt, this provision; (Bii) to the extent such Asset Disposition Sale involves Collateral, (1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such Asset Disposition (PCI or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower such Obligor or such Restricted Subsidiary in respect of Collateral subject such Asset Sale which are allocated to an Asset Disposition (or any related Asset Disposition)the Collateral, net of the items set forth in clauses (i) through (iii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), ) to be deposited with the ------------------- Administrative Collateral Agent in the Intercreditor Collateral Account as and when received by the Borrower such Obligor or any of its Restricted Subsidiaries such Subsidiary for application in accordance with the terms of the Common Security and Intercreditor Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2)this Agreement; and (Ciii) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower such Obligor or such Restricted Subsidiary from such any Asset Disposition Sale are applied in accordance with the following paragraphs.

Asset Dispositions, etc. (a) The Borrower will notshall, and ----------------------- will not permit unless otherwise agreed by the Required Lenders from time to time in connection with any Restricted Subsidiary toparticular Asset Disposition or Income Tax Refund, sellpay (if feasible in each case, transferconcurrently with the consummation of each such Asset Disposition or, if such Asset Disposition is a lease, convey concurrently with each actual or otherwise dispose 6 constructive receipt of any assets Net Proceeds thereof and concurrently with the actual or constructive receipt of each such Income Tax Refund, or, if not so feasible in each case, substantially concurrently therewith and in any event within one Business Day thereafter) to the Agent, for the benefit of the Lenders, as a prepayment (other than and a corresponding reduction of the Commitments in accordance with SECTION 2.7(C)) of the Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any outstanding Letter of Credit Liabilities), an aggregate amount equal to 100% of (i) an asset disposition the Net Proceeds from all Asset Dispositions other than the Asset Dispositions permitted by CLAUSE (B), (C), (D) or the sale (E) of Inventory in the ordinary course of business consistent with past practiceSECTION 9.12A, and (ii) any Financing Dispositionthe Net Proceeds from all Income Tax Refunds; PROVIDED, HOWEVER, that if (iii) any disposition of the Designated Facilitiesbut only if), or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of and after giving effect to any such disposition Asset Disposition or any such Income Tax Refund (an "Asset Disposition") ----------------- at least equal to the fair market value of the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolutionas applicable), and other than the Net Proceeds Income Tax Refunds in the aggregate amount of $24,593,268.48 received by the Borrower for such disposition consists during the last half of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that July 1997 which are by their terms subordinated required to be so paid to the Term NotesAgent in full, neither a payment Default nor an Event of Default has occurred and is continuing, then (A) 40%, or such greater percentage as may be agreed to by the Required Lenders, of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee Net Proceeds of any such assets or other property in such Asset Disposition or are no longer the liability Dispositions of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred Property specified in connection with or in anticipation of such Asset Disposition), but only SCHEDULE 2.7(A)(1) hereto as agreed to the extent that such assumption is effected on a basis under which there is no further recourse to between the Borrower or any of its Restricted Subsidiaries and the Agent (with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the consent of the Required Lenders shall as evidenced by their execution of the Second Amendment) and 40%, or such greater percentage as may be obtained prior agreed to the consummation of any sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition)Required Lenders, net of the items set forth in clauses (i) through (iii) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale Income Tax Refund, shall not be required to be deposited so paid to the Agent (and shall not reduce the Commitments pursuant to SECTION 2.7(C)), (B) none of the Net Proceeds of that certain Lease Agreement dated as of July 3, 1997, between the Borrower as lessor and New Alternatives, Inc. as lessee (as amended or modified from time to time) relating to Orange County Community Hospital (and only such lease agreement) shall be required to be so paid to the Agent (and none of such Net Proceeds shall reduce the Commitments pursuant to SECTION 2.7(C)), and (C) in the Collateral Accountevent of the exchange of the hospital identified in item 16 of SCHEDULE 9.12 for another hospital approved by the Required Lenders, andsuch exchange shall not be deemed to constitute an Asset Disposition for purposes of this SECTION 2.7(A), provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent of any cash or other liquid assets received pursuant to such exchange, if (but only if) a perfected (upon appropriate recording or filing thereafter), first priority Lien (subject only to Permitted Liens, if any, which are permitted in accordance with this Agreement) on the Property received in such exchange shall have been granted to the Agent as security for the Obligations. In addition, the Borrower shall, unless otherwise agreed by the Required Lenders from time to time in connection with any particular Dispute Resolution, pay (if feasible in each case, concurrently with each actual or constructive receipt of any such Net Proceeds or, if not so feasible, substantially concurrently therewith and in any event within one Business Day thereafter) to the Agent, for the benefit of the Lenders, as a prepayment is refused by (and a Lender under clause ------ (ccorresponding reduction of the Commitments pursuant to SECTION 2.7(C)) of Section 3.1.2the Revolving Credit Loans (or, if the Revolving Credit Loans are then paid in full and all Commitments have terminated, as cash collateral for any outstanding Letter of Credit Liabilities); and (C) the Net Proceeds (other than , an aggregate amount equal to 100% of the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received each Dispute Resolution (after deducting therefrom, 7 without duplication, all reasonable out-of-pocket costs and expenses, including claims, paid or incurred by the Borrower or its Subsidiaries relating to, and arising out of the facts or circumstances involved in, such Restricted Subsidiary from such Asset Disposition are applied Dispute Resolution)." In the event that this Amendment is not executed by all Lenders, SECTION 2.7(A) of the Credit Agreement is hereby amended and restated to read in accordance with the following paragraphs.its entirety as follows:

Asset Dispositions, etc. (a) The Borrower will not, and ----------------------- will not permit any Restricted Subsidiary to, sell, transfer, lease, convey or otherwise dispose of make any assets Asset Sale (other than to the Borrower or other Restricted Subsidiary) unless (i) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (or the such Restricted Subsidiary, as the case may be) Subsidiary receives consideration at the time of such disposition (an "Asset Disposition") ----------------- Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution)of, and at least 80% of the Net Proceeds consideration received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or from such Restricted Subsidiary's most recent balance sheet or Asset Sale is in the notes thereto) that are assumed by the transferee form of any such assets cash and no portion thereof shall consist of inventory or accounts receivable or other property in such Asset Disposition or are no longer the liability that would become subject to a Lien held by any other creditor of the Borrower or of any Restricted Subsidiary (and excluding of the Borrower; provided, however, that the amount of any liabilities that are incurred in connection with cash equivalent or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes note or other obligations obligation received by the Borrower or any such Restricted Subsidiary from the transferee in connection with any such Asset Disposition transaction that are is converted within 90 days by the Borrower or such Restricted Subsidiary into cash within 180 days will be deemed upon such conversion to be cash for purposes of receipt, this provision; (Bii) to the extent such Asset Disposition Sale involves Collateral, (1x) the consent of the Required Lenders shall be obtained prior to the consummation of any such sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2y) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject such Asset Sale which are allocated to an Asset Disposition (or any related Asset Disposition)the Collateral, net of the items set forth in clauses (i) through (iiivi) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), ) to be deposited with the ------------------- Administrative Collateral Agent in the Intercreditor Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance and shall otherwise comply with the terms of the Security Intercreditor Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Senior Indebtedness other than the Obligations Obligations, the Senior Notes or Indebtedness described in clause (j) of Section 7.2.2 may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2)Proceeds; and (Ciii) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition Sale are applied in accordance with the following paragraphs.

Asset Dispositions, etc. (a) The Borrower KIL will not, and ----------------------- will not permit any Restricted Subsidiary to, of its Subsidiaries to sell, transfer, lease, convey contribute or otherwise dispose convey, or grant options, warrants or other rights (collectively referred to as a “Disposition”), with respect to, any assets of KIL or any Subsidiary (including accounts receivable and capital stock of Subsidiaries) to any Person, unless (a) such Disposition is of any assets Core Asset (other than or of any interest therein, including without limitation, the ownership interest in the Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of all Lenders (iwhich may be granted or withheld in their sole discretion) an asset disposition shall have been obtained; (b) such Disposition is of the Relinquishment Agreement or the sale of Inventory Omnibus Termination Agreement (or any interest therein, including without limitation, the ownership interest in the ordinary course of business consistent with past practice, (iiPerson(s) any Financing Disposition, (iii) any disposition of holding title to the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (Relinquishment Agreement or the Restricted Subsidiary, as the case may beOmnibus Termination Agreement) receives consideration at the time of such disposition (an "Asset Disposition") ----------------- at least equal to the fair market value of the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall be have been obtained prior (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the consummation agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition is of any sale real property contiguous to Core Assets (or of Collateral subject any interest therein, including without limitation, the ownership interest in the Person holding title to such Asset Disposition (real property or any related Asset Dispositionreal property upon which Core Assets are situated) having and the terms of such Disposition do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with access to or the operations of any Core Assets; (d) such Disposition is not a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth disposition described in clauses (ia) through (iiic) above; and (e) in the case of any Disposition (including without limitation those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, Existing Indentures and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent applicable, Section 2.2.2. Notwithstanding the foregoing or any such prepayment is refused provision of this Agreement to the contrary, the Borrowers may consummate the transactions contemplated by the Trademark Agreement (including, without limitation, causing the names of the Borrowers and certain Subsidiaries to be changed). So long as no Event of Default shall then be continuing, upon a Lender under clause ------ Disposition permitted by this Section, (ci) the Lien in favor of Section 3.1.2); the Secured Parties upon the assets so sold, transferred, leased, contributed or conveyed shall automatically terminate and be released, and (Cii) if the Net Proceeds (other than assets so sold, transferred, leased, contributed or conveyed are shares of capital stock of a Subsidiary, then the Net Proceeds of --- ------------- an Asset Disposition Guaranty and Security Agreement, if any, executed by such Subsidiary shall automatically terminate and the obligations of, and the Lien in favor of the Excluded Facility) received by Secured Parties upon the Borrower or assets of, such Restricted Subsidiary from shall automatically terminate and be released and the Subsidiary shall have no further obligations thereunder, and in each case the Administrative Agent and the Lenders shall execute, acknowledge, and deliver such Asset Disposition are applied in accordance with acts, assurances, amendments to the following paragraphsGuaranty and Security Agreement, and such other instruments and documents necessary to give effect to the foregoing.

Asset Dispositions, etc. (a) The Borrower and PAAC will not, and ----------------------- will not permit any of their Restricted Subsidiaries to, make any Asset Sale (other than, in the case of a PCIFP Company or a Restricted Subsidiary toof such PCIFP Company, sellto such PCIFP Company or another Restricted Subsidiary of such PCIFP Company, transferand, lease, convey in the case of PAAC or otherwise dispose a Restricted Subsidiary of any assets PAAC (other than a PCIFP Company and its Restricted Subsidiaries), to PAAC or another Restricted Subsidiary of PAAC (other than a PCIFP Company and its Restricted Subsidiaries)) unless (i) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (, PAAC or the such Restricted Subsidiary, as the case may be) Subsidiary receives consideration at the time of such disposition (an "Asset Disposition") ----------------- Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution)of, and at least 80% of the Net Proceeds consideration received by the Borrower for Borrower, PAAC or such disposition consists Restricted Subsidiary from such Asset Sale is in the form of at least 75% cashcash and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of the Borrower, PAAC or of their respective Restricted Subsidiaries; provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (cash equivalent or note or other ------------- than liabilities that are obligation received by their terms subordinated to the Term Notes) of the Borrower Borrower, PAAC or such Restricted Subsidiary (as shown on from the transferee in any such transaction that is converted within 90 days by the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower PAAC or such Restricted Subsidiary into cash within 180 days will be deemed upon such conversion to be cash for purposes of receipt, this provision; (Bii) to the extent such Asset Disposition Sale involves Collateral, (1x) the consent of the Required Lenders shall be obtained prior to the consummation of any such sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2y) the Borrower and PAAC shall cause the aggregate cash proceeds received by the Borrower any PCIFP Company or such any of its Restricted Subsidiary Subsidiaries, in respect of Collateral subject such Asset Sale which are allocated to an Asset Disposition (or any related Asset Disposition)the Collateral, net of the items set forth in clauses (i) through (iiivi) of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), ) to be deposited with the ------------------- Administrative Collateral Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphs.Intercreditor

Asset Dispositions, etc. (a) The Borrower KIL will not, and ----------------------- will not permit any of its Restricted Subsidiary to, Subsidiaries to sell, transfer, lease, convey contribute or otherwise dispose of convey, or grant options, warrants or other rights (collectively referred to as a “Disposition”), with respect to, any assets of KIL or any Restricted Subsidiary (other than including accounts receivable and capital stock of Restricted Subsidiaries) to any Person, unless: (ia) an asset disposition or the sale of Inventory in the ordinary course of business consistent with past practice, (ii) any Financing Disposition, (iii) any disposition of the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition such Disposition is of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower Core Assets (or of any interest therein, including the Restricted Subsidiaryownership interest in the Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of all Lenders (which may be granted or withheld in their sole discretion) shall have been obtained; (b) such Disposition is of the Relinquishment Agreement or the Omnibus Termination Agreement (or any interest therein, as including the case may beownership interest in the Person(s) receives consideration at the time of such disposition (an "Asset Disposition") ----------------- at least equal holding title to the fair market value of Relinquishment Agreement or the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), Omnibus Termination Agreement) and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall be have been obtained prior (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the consummation agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition is of any sale real property contiguous to Core Assets (or of Collateral subject any interest therein, including the ownership interest in the Person holding title to such Asset real property or any real property upon which Core Assets are situated) and the terms of such Disposition do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with 77 access to or the operations of any Core Assets; (d) such Disposition is not a disposition described in clauses (a) through (c) above; and (e) in the case of any Disposition (including those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the Existing Indentures and, to the extent applicable, Section 2.2.2. So long as no Event of Default shall then be continuing, upon a Disposition permitted by this Section, (i) the Lien in favor of the Secured Parties upon the assets so sold, transferred, leased, contributed or any related Asset Disposition) having a fair market value in excess of $5,000,000 conveyed shall automatically terminate and be released, and (2ii) if the Borrower shall cause assets so sold, transferred, leased, contributed or conveyed are shares of capital stock of a Restricted Subsidiary, then the aggregate cash proceeds received Guaranty and Security Agreement, if any, executed by the Borrower or such Restricted Subsidiary shall automatically terminate and the obligations of, and the Lien in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net favor of the items set forth in clauses (i) through (iii) of Secured Parties upon the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out assets of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded Facility) received by the Borrower or such Restricted Subsidiary from shall automatically terminate and be released and the Restricted Subsidiary shall have no further obligations thereunder, and in each case the Administrative Agent and the Lenders shall execute, acknowledge, and deliver such Asset Disposition are applied in accordance with acts, assurances, amendments to the following paragraphsGuaranty and Security Agreement, and such other instruments and documents necessary to give effect to the foregoing.

Asset Dispositions, etc. (a) The Borrower will It shall not, and ----------------------- will it shall not permit any Restricted Relevant Subsidiary to, sell, transfer, lease, convey lease or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets to any assets Person, unless (other than (ia) an asset disposition or such Disposition constitutes the sale of Inventory in the ordinary course of business, (b) such Disposition is made to the Borrower, (c) such Disposition involves assets that are not Collateral and the Disposition is to the Ultimate Parent or any Restricted Subsidiary, (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, (ii) any Financing Dispositionin no event with respect to a right or claim in excess of Cdn.$500,000, (iiie) any disposition such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the Designated Facilities, ordinary course of business or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset Sale and Leaseback transaction permitted under Section 7.2.59.08, (f) ------------- unless such Disposition involves the entry into a Capitalized Lease permitted under clause (Ac) of Permitted Indebtedness, (g) such Disposition involves the Borrower (sale or the Restricted Subsidiary, as the case may be) receives consideration at the time issuance of such disposition (an "Asset Disposition") ----------------- at least equal to the fair market value of the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Restricted Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the notes thereto) that are assumed by aggregate during the transferee of any such assets or other property in such Asset Disposition or are no longer the liability term of the Borrower or any Restricted Subsidiary (Loans and excluding any liabilities that are incurred shall not be of assets valued in connection with or in anticipation excess of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries Cdn.$4,000,000 with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset single Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) permitted pursuant to the extent such Asset Disposition involves Collateral, (1) the consent of the Required Lenders shall be obtained prior to the consummation of any sale of Collateral subject to such Asset Disposition (or any related Asset Disposition) having a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth in clauses this sub-paragraph (i) through (iii) of unless the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in shall consent); provided that, upon the Collateral Account as occurrence and when received by the Borrower or any continuance of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, and, provided further, that upon the occurrence and continuance of a Payment Restriction Default, no Indebtedness other than the Obligations may further Dispositions under this Section 9.04 shall be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent any such prepayment is refused by a Lender under clause ------ (c) of Section 3.1.2); and (C) the Net Proceeds permitted (other than the Net Proceeds of --- ------------- an Asset Disposition of the Excluded FacilityDispositions permitted under sub-paragraphs (a), (d) received by the Borrower or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphsand (e)).

Asset Dispositions, etc. (a) The Borrower SIHL will not, and ----------------------- will not ------------------------ permit any Restricted Subsidiary to, of its Subsidiaries to sell, transfer, lease, convey contribute or otherwise dispose convey, or grant options, warrants or other rights (collectively referred to as a "Disposition"), with respect to, any assets of SIHL or any ----------- Subsidiary (including accounts receivable and capital stock of Subsidiaries) to any Person, unless (a) such Disposition is of any assets Core Asset (other than or of any interest therein, including without limitation, the ownership interest in the Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of all Lenders (iwhich may be granted or withheld in their sole discretion) an asset disposition shall have been obtained; (b) such Disposition is of the Relinquishment Agreement or the sale of Inventory Omnibus Termination Agreement (or any interest therein, including without limitation, the ownership interest in the ordinary course of business consistent with past practice, (iiPerson(s) any Financing Disposition, (iii) any disposition of holding title to the Designated Facilities, or (iv) a transfer, conveyance, sale, lease or other disposition of all or substantially all of the Borrower's asset permitted under Section 7.2.5) ------------- unless (A) the Borrower (Relinquishment Agreement or the Restricted Subsidiary, as the case may beOmnibus Termination Agreement) receives consideration at the time of such disposition (an "Asset Disposition") ----------------- at least equal to the fair market value of the assets disposed of (which shall be determined in good faith by the Board of Directors and evidenced by a Board Resolution), and the Net Proceeds received by the Borrower for such disposition consists of at least 75% cash, provided, however, that for the purposes of this -------- ------- Section 7.2.6, "cash" shall include (1) the amount of any liabilities (other ------------- than liabilities that are by their terms subordinated to the Term Notes) of the Borrower or such Restricted Subsidiary (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or other property in such Asset Disposition or are no longer the liability of the Borrower or any Restricted Subsidiary (and excluding any liabilities that are incurred in connection with or in anticipation of such Asset Disposition), but only to the extent that such assumption is effected on a basis under which there is no further recourse to the Borrower or any of its Restricted Subsidiaries with respect to such liabilities and (2) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary in connection with such Asset Disposition that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, (B) to the extent such Asset Disposition involves Collateral, (1) the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall be have been obtained prior (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the consummation agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition is of any sale real property contiguous to Core Assets (or of Collateral subject any interest therein, including without limitation, the ownership interest in the Person holding title to such Asset Disposition (real property or any related Asset Dispositionreal property upon which Core Assets are situated) having and the terms of such Disposition do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with access to or the operations of any Core Assets; (d) such Disposition is not a fair market value in excess of $5,000,000 and (2) the Borrower shall cause the aggregate cash proceeds received by the Borrower or such Restricted Subsidiary in respect of Collateral subject to an Asset Disposition (or any related Asset Disposition), net of the items set forth disposition described in clauses (ia) through (iiic) above; and (e) in the case of any Disposition (including without limitation those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the ----------- ----- definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the ------------------- Administrative Agent in the Collateral Account as and when received by the Borrower or any of its Restricted Subsidiaries in accordance with the terms of the Security Agreement in the event such Collateral Proceeds exceed $5,000,000, provided, that the consent of the Required Lenders shall not be required with -------- respect to the sale of the real property and plant of the Borrower located at 00-000 Xxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx and the Collateral Proceeds of such sale shall not be required to be deposited in the Collateral Account, Existing Indentures and, provided further, that no Indebtedness other than the Obligations may be -------- ------- permanently repaid or prepaid out of, or on account of, any Collateral Proceeds (except to the extent applicable, Section 2.2.2. Notwithstanding the foregoing or any such prepayment is refused provision of ------------- this Agreement to the contrary, the Borrowers may consummate the transactions contemplated by a Lender under clause ------ the Trademark Agreement (c) of Section 3.1.2); and (C) including, without limitation, causing the Net Proceeds (other than the Net Proceeds of --- ------------- an Asset Disposition names of the Excluded Facility) received Borrowers and certain Subsidiaries to be changed). Upon a Disposition permitted by this Section the Borrower Lien in favor of the Secured Parties upon the assets so sold, transferred, leased, contributed or such Restricted Subsidiary from such Asset Disposition are applied in accordance with the following paragraphsconveyed shall automatically terminate and be released.